X0306 4 2015-08-01 1 0000700863 SUSQUEHANNA BANCSHARES INC SUSQ 0001397398 Hoffman Donald L SUSQUEHANNA BANCSHARES, INC. 26 N. CEDAR STREET LITITZ PA 17543 1 Common Stock 2015-08-01 4 D 0 67621.2595 D 0 D Common Stock 2015-08-01 4 D 0 100730.4135 D 0 I By Donald L. Hoffman Revocable Trust Stock Option 22.80 2015-08-01 4 D 0 3000 D 2017-04-27 Common Stock 3000 0 D Stock Option 21.82 2015-08-01 4 D 0 3000 D 2018-02-27 Common Stock 3000 0 D Stock Option 8.77 2015-08-01 4 D 0 3000 D 2019-02-27 Common Stock 3000 0 D Stock Option 8.28 2015-08-01 4 D 0 3000 D 2020-07-20 Common Stock 3000 0 D Includes 64.603 shares acquired through issuer's dividend reinvestment plan and 294.8799 shares acquired through a broker-dealer dividend reinvestment plan since the last Form 4 filing. Disposed of pursuant to the Agreement and Plan of Merger between BB&T Corporation ("BB&T") and issuer, dated November 11, 2014 (the "Merger Agreement"), pursuant to which issuer was merged with and into BB&T, effective August 1, 2015 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.253 shares of BB&T common stock and $4.05 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock. Includes 634.9676 shares acquired through a broker-dealer dividend reinvestment plan since the last Form 4 filing. Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock (whether vested or unvested), which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically became fully vested and was assumed by BB&T and converted into a stock option to purchase shares of BB&T common stock, with the number of underlying shares and the exercise price determined under the Merger Agreement. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $64.63 per share. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $61.85 per share. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $24.86 per share. This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $23.47 per share. /s/ Carl D. Lundblad, attorney-in-fact for Donald L. Hoffman 2015-08-03