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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FRANCIS BERNARD A JR

(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)
	SVP & Group Executive

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2011

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	12/22/2011		M		15,000⁽¹⁾	A	$0	47,459.2442⁽²⁾	D
Common Stock	12/22/2011		F		4,579⁽³⁾	D	$8.35	42,880.2442	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	⁽⁴⁾	12/22/2011		M			15,000	⁽⁵⁾	⁽⁵⁾	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. On December 22, 2009, the reporting person was granted 15,000 restricted stock units. On December 22, 2011, these restricted stock units vested in full and 15,000 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.

2. Includes 29.7538 shares acquired on February 18, 2011, 67.8109 shares acquired on May 20, 2011, 100.0464 shares acquired on August 20, 2011 and 127.6901 shares acquired on November 21, 2011 through the Susquehanna Bancshares, Inc. dividend reinvestment plan; and 664.8936 shares acquired on June 15, 2011, 1,151.7199 shares acquired on September 15, 2011 and 499.3342 shares acquired on December 15, 2011, under the Susquehanna Bancshares, Inc. employee stock purchase plan.

3. The 4,579 shares of common stock disposed of represent a portion of the grant of 15,000 restricted stock units issued on December 22, 2009 that was previously reported on a Form 4 filed with the Securities and Exchange Commission on December 24, 2009. The 15,000 restricted stock units vested in full on December 22, 2011. The shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 15,000 restricted stock units.

4. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock.

5. These restricted stock units vest in full on December 22, 2011.

	/s/ Lisa M. Cavage, attorney-in-fact for Bernard A. Francis, Jr.	12/27/2011
	** 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.