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^*

Motta Anna Maria P

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Chief Info. Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

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	04/01/2022		M		7,650⁽¹⁾	A	$0	99,190	D
Common Stock	04/01/2022		M		3,150⁽¹⁾	A	$0	102,340	D
Common Stock	04/01/2022		M		2,400⁽¹⁾	A	$0	104,740	D
Common Stock	04/01/2022		M		1,500⁽¹⁾	A	$0	106,240	D
Common Stock	04/01/2022		F		2,755⁽²⁾	D	$16.67	103,485	D
Common Stock								25,877	I	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	⁽³⁾	04/01/2022		M			7,650	⁽⁴⁾	⁽⁴⁾	Common Stock	7,650	$0	0	D
Restricted Stock Units	⁽³⁾	04/01/2022		M			3,150	⁽⁵⁾	⁽⁵⁾	Common Stock	3,150	$0	0	D
Restricted Stock Units	⁽³⁾	04/01/2022		M			2,400	⁽⁶⁾	⁽⁶⁾	Common Stock	2,400	$0	0	D
Restricted Stock Units	⁽³⁾	04/01/2022		M			1,500	⁽⁷⁾	⁽⁷⁾	Common Stock	1,500	$0	0	D
Performance Restricted Share Units	⁽³⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	6,188		6,188	D
Employee Stock Option (right to buy)	$15.08							⁽⁹⁾	09/30/2024	Common Stock	21,000		21,000	D
Employee Stock Option (right to buy)	$14.74							⁽¹⁰⁾	09/30/2024	Common Stock	17,000		17,000	D

Explanation of Responses:

1. In connection with the retirement of the reporting person effective September 30, 2021, remaining restricted stock units to be issued under the accelerated vesting will be issued six months after the reporting person's retirement, in accordance with IRS Section 409A regulations

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

3. 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.

4. On November 24, 2020, the reporting person achieved performance level of 112.5% on a target award of 6,800 Performance Share Units ("PSUs"), resulting in a total earned award of 7,650 shares. This represents the final determination of a December 20, 2018 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2020. 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, 2021.

5. On December 17, 2020, the reporting person received a grant of 4,200 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2021.

6. On December 19, 2019, the reporting person received a grant of 3,600 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2020

7. On December 20, 2018, the reporting person received a grant of 4,500 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2019.

8. On December 10, 2021, the reporting person achieved performance level of 112.5% on a target award of 5,500 Performance Share Units ("PSUs"), resulting in a total earned award of 6,188 shares. This represents the final determination a December 19, 2019 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2021. 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, 2022.

9. As reported on a Form 4 dated December 15, 2014, the reporting person received a grant of 26,000 stock options. These stock options fully vest on December 10, 2017.

10. On January 5, 2018, the reporting person received a grant of 17,000 stock options. These options fully vest on December 10, 2020.

Remarks:

	/s/ Timothy W. Mulhern, Pursuant to Power on Attorney	04/05/2022
	** 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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