TFS Financial CORP — Director's Dealing 2017

Dec 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TFS Financial CORP (TFSL)
CIK: 0001381668
Period of Report: 2017-12-10

Reporting Person: Huffman David S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-10	Common Stock	M	1100	—	Acquired	17416	Direct
2017-12-10	Common Stock	M	1500	—	Acquired	18916	Direct
2017-12-10	Common Stock	M	1633	—	Acquired	20549	Direct
2017-12-10	Common Stock	F	1889	$15.25	Disposed	18660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-10	Restricted Stock Units	$	M	1100	Disposed		Common Stock (1100.0)	Direct
2017-12-10	Restricted Stock Units	$	M	1500	Disposed		Common Stock (1500.0)	Direct
2017-12-10	Restricted Stock Units	$	M	1633	Disposed		Common Stock (1633.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7205	Indirect
Common Stock	58101	Indirect
Common Stock	45175	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (3600.0)	3600	Direct
Employee Stock Option (right to buy)	$19.31	2026-12-15	Common Stock (67200.0)	67200	Direct
Employee Stock Option (right to buy)	$14.81	2025-05-28	Common Stock (86640.0)	86640	Direct
Employee Stock Option (right to buy)	$14.85	2024-12-18	Common Stock (21600.0)	21600	Direct
Employee Stock Option (right to buy)	$11.64	2023-12-03	Common Stock (9567.0)	9567	Direct
Restricted Stock Units	$		Common Stock (4200.0)	4200	Direct
Employee Stock Option (right to buy)	$19.06	2025-12-17	Common Stock (49200.0)	49200	Direct
Restricted Stock Units	$		Common Stock (12240.0)	12240	Direct
Restricted Stock Units	$		Common Stock (33605.0)	33605	Direct

Footnotes

F1: These common shares were acquired upon the vesting and settlement of certain restricted stock units.

F2: These common shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

F3: Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

F4: Each restricted stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock.

F5: As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 3,300 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2015.

F6: As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 4,500 Restricted Stock Units ("RSUs") on December 15, 2015. These RSUs vest in three equal annual installments beginning December 10, 2016.

F7: On December 15, 2016, the reporting person received a grant of 4,900 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2017.

F8: As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 3,600 restricted stock units ("RSUs") that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the reporting person only after that person's termination of employment from TFS Financial Corporation.

F9: On December 15, 2016, the reporting person received a grant of 67,200 stock options. These stock options vest in three equal annual installments beginning on December 10, 2017.

F10: As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016. The reporting person previously exercised 21,660 of these stock options.

F11: As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015. The reporting person previously exercised 10,800 of these stock options.

F12: As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options on December 3, 2013. These stock options vest in three equal installments beginning December 3, 2014. The reporting person previously exercised 19,133 of these stock options.

F13: As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 4,200 Restricted Stock Units ("RSUs") that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

F14: As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 49,200 stock options on December 15, 2015. These stock options vest in three equal annual installments beginning December 10, 2016.

F15: As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 20,400 Restricted Stock Units ("RSUs") on May 28, 2015. These RSUs vest in five equal annual installments beginning on May 28, 2016.

F16: As reported on a Form 4 dated August 13, 2008, the reporting person was granted 35,100 restricted stock units that vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation. 1,495 shares were delivered to the issuer on June 25, 2014 to pay for applicable tax due upon vesting.