Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stefanski Marc A

(Last)

(First)

(Middle)

7007 BROADWAY AVENUE

(Street)

CLEVELAND

44105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/02/2024		G		10,000⁽¹⁾	D	$0	243,080⁽²⁾	D
Common Stock	08/02/2024		S		16,000	D	$12.82	227,080	D
Common Stock								20,200	I	By Spouse
Common Stock								54,738	I	Trustee for sibling trust
Common Stock								31,089⁽²⁾	I	Trust Beneficiary
Common Stock								10,419	I	BY ESOP⁽³⁾
Common Stock								107,566	I	By 401(k)⁽³⁾
Common Stock								16,200	I	Trustee for daughter's trust
Common Stock								7,200	I	POA on siblings IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	12,540		12,540	D
Restricted Stock Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	9,800		9,800	D
Restricted Stock Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	40,700		40,700	D
Restricted Stock Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	33,400		33,400	D
Restricted Stock Units	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	35,700		35,700	D
Restricted Stock Units	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	26,800		26,800	D
Restricted Stock Units	⁽⁴⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	693,048		693,048	D
Employee Stock Option (right to buy)	$19.06							⁽¹²⁾	12/17/2025	Common Stock	196,700		196,700	D
Employee Stock Option (right to buy)	$14.85							⁽¹³⁾	12/18/2024	Common Stock	383,600		383,600	D

Explanation of Responses:

1. On August 2nd, 2024 the reporting person gifted these shares to his son's family trust.

2. Ending shares reflect the transfer of 11,353 shares transferred on May 10th, 2024 from the Grantor Retained Annuity Trust ("GRAT") of the reporting person . This transaction changed the beneficial ownership of such shares from indirect to direct ownership.

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

4. 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.

5. On November 21, 2023, the reporting person achieved performance level of 95.0% on a target award of 13,200 Performance Share Units ("PSUs"), resulting in a total earned award of 12,540 shares. This represents the final determination a December 16, 2021 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2023. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and 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 during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2024.

6. On December 16, 2021, the reporting person received a grant of 29,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022.

7. On March 4, 2024, the reporting person received a grant of 40,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.

8. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 restricted stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation.

9. As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

10. On December 15, 2022, the reporting person received a grant of 40,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.

11. As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs 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 the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012; and 5,365 shares were delivered to the issuer on August 11, 2015; to pay for the applicable withholding tax due upon vesting.

12. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 196,700 stock options. These stock options vest in three equal annual installments beginning December 10, 2016.

13. As reported on a Form 4 dated December 19, 2014, the reporting person received a grants of 383,600 stock options. These options vest in three equal annual installments beginning December 10, 2015.

Remarks:

	/s/ Susanne N. Miller, Pursuant to Power of Attorney	08/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.