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*
Morello Michael A
(Last) (First) (Middle)
26 N. CEDAR ST
(Street)
LITITZ PA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2007
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 07/30/2007 P 500 A $17.5868 500 I By Daughter's IRA Account(1)
Common Stock 08/01/2007 P 4,567 A $17.238 33,243(2) I By Daughter(3)
Common Stock 08/01/2007 P 500 A $17.3196 500 I By Son's IRA Account(4)
Common Stock 08/06/2007 P 4,500 A $17.06 33,176(5) I By Son(6)
Common Stock 06/19/2008 P 700 A $15.3514 1,200 I By Son's IRA Account(4)
Common Stock 06/19/2008 P 50 A $15.3486 1,250 I By Son's IRA Account(4)
Common Stock 06/19/2008 P 750 A $15.1733 1,250 I By Daughter's IRA Account(1)
Common Stock 07/07/2008 P 500 A $12.8455 33,676(5) I By Son(6)
Common Stock 07/08/2008 P 400 A $12.629 33,643(2) I By Daughter(3)
Common Stock 102,000 D
Common Stock 40,000 I By Spouse
Common Stock 4,000 I Owner, Stardust Development Co. LLC
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
Explanation of Responses:
1. Represents shares of common stock held in the IRA account of Mr. Morello's daughter ("Daughter"). Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
2. Includes 28,676 shares previously held indirectly through Mr. Morello's wife ("Mrs. Morello") in a custodial account for Daughter. Mrs. Morello transferred these 28,676 shares to Daughter on September 30, 2010, and such shares are now held indirectly by Mr. Morello through Daughter. Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
3. Represents shares of common stock held by Daughter. Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
4. Represents shares of common stock held in the IRA account of Mr. Morello's son ("Son"). Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
5. Includes 28,676 shares previously held indirectly through Mrs. Morello in a custodial account for Son. Mrs. Morello transferred these 28,676 shares to Son on September 30, 2010, and such shares are now held indirectly by Mr. Morello through Son. Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
6. Represents shares of common stock held by Son. Mr. Morello disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that Mr. Morello is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
/s/Abram G. Koser, Attorney-In-Fact for Michael A. Morello 10/06/2010
** 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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