SEC FORM 4

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).

1. Name and Address of Reporting Person^*

CAUBLE DAVID Z III

(Last)

(First)

(Middle)

1233 O.G. SKINNER DRIVE

(Street)

WEST POINT

31833

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHARTER FINANCIAL CORP/GA [ CHFN ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2011

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	12/08/2011		S		279	D	$9.717	20,131⁽²⁾	D
Common Stock	12/08/2011		S		107	D	$9.727	20,024⁽²⁾	D
Common Stock	12/08/2011		S		400	D	$9.734	19,624⁽²⁾	D
Common Stock	12/08/2011		S		14	D	$9.777	19,610⁽²⁾	D
Common Stock	12/08/2011		S		100	D	$9.789	19,510⁽²⁾	D
Common Stock	12/08/2011		S		100	D	$9.799	19,410⁽²⁾	D
Common Stock								200⁽²⁾	I	By Stock Award I⁽¹⁾

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)
Stock Options	$11							01/27/2014	01/27/2019	Common Stock	31,875⁽³⁾		31,875⁽³⁾	D
Stock Options	$10.2							06/22/2015	06/22/2020	Common Stock	25,000⁽⁴⁾		25,000⁽⁴⁾	D

Explanation of Responses:

1. Shares granted to the reporting person on July 27, 2004 under the Charter Financial Corporation 2001 Recognition and Retention Plan. 100, 100 and 100 restricted stock awards will vest on July 27, 2011, July 27, 2012 and July 27, 2013, respectively.

2. Reflects 600 shares of restricted stock which have vested since the reporting person's last beneficial ownership report.

3. Options granted under the 2001 Charter Financial Corporation Stock Option Plan, which vest in five equal annual installments commencing on January 27, 2014.

4. Options granted under the 2001 Charter Financial Corporation Stock Option Plan, which vest in five equal annual installments commencing on June 22, 2015.

Remarks:

	/s/ David Z. Cauble III	12/09/2011
	** 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.
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