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*
Karels Kenneth James

(Last) (First) (Middle)
C/O GREAT WESTERN BANCORP, INC.
225 SOUTH MAIN AVENUE

(Street)
SIOUX FALLS SD 57104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Great Western Bancorp, Inc. [ GWB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2018
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/14/2018(1) G 9,500 D $0 33,800 I Spouse
Common Stock, par value $0.01 per share 12/14/2018(1) J 9,500 A $0 61,662 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units - 2016 (2) (3) (3) Common Stock, par value $0.01 per share 3,869 3,869 D
Restricted Stock Units - 2017 (2) (4) (4) Common Stock, par value $0.01 per share 7,427 7,427 D
Restricted Stock Units (2017 STI) (2) (5) (5) Common Stock, par value $0.01 per share 6,147 6,147 D
Restricted Stock Units - 2018 (2) (6) (6) Common Stock, par value $0.01 per share 13,451 13,451 D
Restricted Stock Units (2018 STI) (2) (7) (7) Common Stock, par value $0.01 per share 14,468 14,468 D
Explanation of Responses:
1. Gift transaction previously reported as distributed from Direct ownership shares when it should have been reported as distributed from Indirect ownership shares.
2. Each restricted stock unit represents a contingent right to receive one share of the common stock, par value $0.01 per share, of Great Western Bancorp, Inc.
3. The restricted stock units vest in three annual equal installments beginning on December 2, 2017. The restricted stock units have no expiration date.
4. The restricted stock units vest in three equal installments beginning on December 1, 2018. The restricted stock units have no expiration date.
5. The restricted stock units vest in two annual equal installments beginning on December 1, 2018. The restricted stock units have no expiration date.
6. The restricted stock units vest in three annual installments beginning on November 30, 2019. The restricted stock units have no expiration date.
7. The restricted stock units vest in two annual equal installments beginning on November 30, 2019. The restricted stock units have no expiration date.
Remarks:
Donald J. Straka, as attorney-in-fact for Kenneth James Karels 12/14/2018
** 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.