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*
HOSTETTER DREW K
(Last) (First) (Middle)
SUSQUEHANNA BANCSHARES, INC.
26 N. CEDAR STREET
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2013
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 12/31/2013 M 8,334(1) A $0 70,187.8493 D
Common Stock 12/31/2013 F 2,619(2) D $12.84 67,568.8493 D
Common Stock 12/31/2013 M 25,000(3) A $0 92,568.8493 D
Common Stock 12/31/2013 F 7,760(4) D $12.84 84,808.8493 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 (5) 12/31/2013 M 8,334 (6) (6) Common Stock 8,334 $0 8,332 D
Restricted Stock Units (7) 12/31/2013 M 25,000 (8) (8) Common Stock 25,000 $0 0 D
Explanation of Responses:
1. On June 19, 2012, the reporting person was granted 25,000 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on June 21, 2012. On December 31, 2013, one third of these restricted stock units vested and 8,334 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
2. The 2,619 shares of common stock disposed of represent a portion of 8,334 restricted stock units that vested on December 31, 2013. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 8,334 restricted stock units.
3. On May 17, 2011, the reporting person was granted 25,000 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on May 19, 2011. On December 31, 2013, these restricted stock units vested in full and 25,000 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
4. The 7,760 shares of common stock disposed of represent a portion of 25,000 restricted stock units that vested on December 31, 2013. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 25,000 restricted stock units
5. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made under and subject to the terms of the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
6. The restricted stock units vest one third on each of December 31, 2012, December 31, 2013, and December 31, 2014 (each a "Vesting Date"); provided that the Susquehanna Bancshares, Inc. Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved.
7. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made based on the terms of the Susquehanna Bancshares, Inc. 2011 Long-Term Incentive Plan, pursuant to the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
8. The restricted stock units vested in full upon the executive's retirement on December 31, 2013.
/s/ Carl D. Lundblad, attorney-in-fact for Drew K. Hostetter 01/03/2014
** 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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