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^*

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)
02/14/2013

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	02/14/2013		G	V	2,600	A	⁽¹⁾	25,600	I	By Child 2
Common Stock	02/14/2013		G	V	2,600	D	⁽¹⁾	165,400	I	By Trust
Common Stock	02/14/2013		G	V	2,600	D	⁽¹⁾	162,800	I	By Trust
Common Stock	02/14/2013		G	V	2,600	A	⁽¹⁾	12,600	I	By Child 3
Common Stock	02/14/2013		G	V	2,600	D	⁽¹⁾	160,200	I	By Trust
Common Stock	02/14/2013		G	V	2,600	A	⁽¹⁾	12,600	I	By Spouse As Custodian For Child 4
Common Stock	02/14/2013		G	V	2,600	A	⁽¹⁾	15,600	I	By Spouse As Custodian For Child 5
Common Stock	02/14/2013		G	V	2,600	D	⁽¹⁾	157,600	I	By Trust
Common Stock								77,140	I	By 401(k)⁽²⁾
Common Stock								10,000	I	By Child 1
Common Stock								26,000	I	By Spouse
Common Stock								5,490	I	BY ESOP⁽²⁾
Common Stock								12,267	D
Common Stock								7,200	I	POA on siblings IRA
Common Stock								115,738	I	Trustee for sibling trust

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)
Employee Stock Option (right to buy)	$14							⁽³⁾	05/14/2020	Common Stock	315,500		315,500	D
Employee Stock Option (right to buy)	$11.96							⁽⁴⁾	05/11/2019	Common Stock	299,600		299,600	D
Employee Stock Option (right to buy)	$11.74							⁽⁵⁾	08/10/2018	Common Stock	2,530,700		2,530,700	D
Employee Stock Option (right to buy)	$8.61							⁽⁶⁾	12/15/2021	Common Stock	369,000		369,000	D
Employee Stock Option (right to buy)	$9.43							⁽⁷⁾	12/15/2022	Common Stock	416,700		416,700	D
Restricted Stock Units	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	33,400		33,400	D
Restricted Stock Units	⁽⁸⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	35,700		35,700	D
Restricted Stock Units	⁽⁸⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	698,413		698,413	D
Restricted Stock Units	⁽⁸⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	93,300		93,300	D
Restricted Stock Units	⁽⁸⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	36,800		36,800	D

Explanation of Responses:

1. On February 14, 2013, the reporting person gifted a total of 10,400 shares. Child #2, child #3, the reporting person's spouse for child #4 and the reporting person's spouse for child #5 each received a gift of 2,600 shares.

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

3. As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 315,500 stock options which vest in three equal annual installments beginning May 14, 2011.

4. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant for 299,600 stock options that vest in three equal annual installments beginning on May 12, 2010.

5. As reported on a Form 4 dated August 13, 2008, the reporting person received a grant of 2,530,700 stock options that vest in four equal annual installments beginning on August 11, 2012.

6. As reported on a Form 4 dated December 20, 2011, the reporting person received a grant of 369,000 stock options that vest in three equal annual installments beginning on December 15, 2012.

7. As reported on a Form 4 dated January 2, 2013, the reporting person received a grant of 416,700 stock options on December 28, 2012. These stock options vest in three equal installments beginning December 15, 2013.

8. 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.

9. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 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.

10. As reported on a Form 4 dated May 18, 2010, the reporting person received a grant of 35,700 restricted stock units on May 14, 2010. These RSU's 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.

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 to pay for the applicable withholding tax due upon vesting.

12. As reported on a Form 4 dated January 2, 2013, the reporting person received a total grant of 93,300 Restricted Stock Units ("RSU's") on December 28, 2012. These RSU's vest in three equal installments beginning December 15, 2013.

13. As reported on a Form 4 dated December 20, 2011, the reporting person received a grant for 55,200 Restricted Stock Units ("RSUs") on December 19, 2011. These RSUs vest in three equal annual installments beginning December 15, 2012.

	/s/ Paul J. Huml, Pursuant to Power of Attorney	02/19/2013
	** 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).
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