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^*

DUNCAN GREGORY A

(Last)

(First)

(Middle)

SUSQUEHANNA BANCSHARES, INC.

26 N CEDAR STREET

(Street)

LITITZ

17543

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUSQUEHANNA BANCSHARES INC [ SUSQ ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2014

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	03/15/2014		M		1,039⁽¹⁾	A	$0	58,292.912	D
Common Stock	03/15/2014		F		327⁽²⁾	D	$10.91	57,965.912	D

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)
Restricted Stock Units	⁽³⁾	03/15/2014		M			1,039	⁽⁴⁾	⁽⁴⁾	Common Stock	1,039	$0	1,038	D

Explanation of Responses:

1. On March 15, 2013, the reporting person was granted 2,077 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on March 18, 2013. On March 15, 2014, one half of these restricted stock units vested and 1,039 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.

2. The 327 shares of common stock disposed of represent a portion of 1,039 restricted stock units that vested on March 15, 2014. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 1,039 restricted stock units.

3. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made pursuant to the terms of the 2012 Short-Term Incentive Plan, under and in accordance with the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.

4. The Restricted Stock Units vest one half on each of March 15, 2014 and March 15, 2015 (each a "Vesting Date"); provided that (i) the Grantee continues to be employed by, or provide service to, the Company through the Vesting Date, and (ii) the Company Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved.

	/s/ D. Scott Freed, attorney-in-fact for Gregory A. Duncan	03/18/2014
	** 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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