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

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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^*

FOX BRIAN

(Last)

(First)

(Middle)

1398 CENTRAL AVE

(Street)

DUBUQUE

52001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND FINANCIAL USA INC [ HTLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Operations

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2019

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								2,000	D⁽¹⁾
Common Stock								14,884.1958⁽²⁾	I	Trust⁽³⁾
Common Stock	03/19/2019		M		358	A	$45.77	15,242.1958⁽²⁾	I	Trust⁽³⁾

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)
2019 Time-Based Restricted Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	0.0		0	D
2019 Time-Based Restricted Stock	⁽⁴⁾	03/19/2019		A		1,617		⁽⁵⁾	⁽⁵⁾	Common Stock	1,617	$45.77	0	D
2019 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	0.0		0	D
2019 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾	03/19/2019		A		1,617		⁽⁶⁾	⁽⁶⁾	Common Stock	1,617	$45.77	0	D
2018 Time-Based Restricted Stock	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	533		0	D
2018 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	1,066		0	D
2018 Performance Based Restricted Stock (1-year performance)	⁽⁴⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	180		0	D
2017 Time-Based Restricted Stock	⁽⁴⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	299		0	D
2017 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	448		0	D
2017 Performance Based Restricted Stock (1-year performance)	⁽⁴⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	547		0	D
2016 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	514⁽¹⁴⁾		0	D
2016 Performance Based Restricted Stock (3-year performance)	⁽⁴⁾	03/19/2019		M			514	⁽¹³⁾	⁽¹³⁾	Common Stock	0.0	$45.77	0	D
2015 Time-Based Restricted Stock	⁽⁴⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	583		0	D

Explanation of Responses:

1. These shares are held in an IRA.

2. These shares participate in a Dividend Reinvestment Plan.

3. These shares held by Fox Revocable Trust dated 11/19/2001, Brian J Fox and Brenda J Fox, Trustees

4. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

5. Of these restricted stock units, 1/3 vest on 3-6-2020, 1/3 vest on 3-6-2021, and 1/3 vest on 3-6-2022.

6. These restricted stock units vest in 2022 if certain performance measures are achieved by the Issuer

7. Of these restricted stock units, 1/3 vest on 3-6-2019, 1/3 vest on 3-6-2020, and 1/3 vest on 3-6-2021.

8. These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer.

9. These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer.

10. Of these restricted stock units, 1/3 vest in 01-2018, 1/3 vest in 01-2019 and 1/3 vest in 01-2020.

11. These restricted stock units vest in 2020 if certain performance measures are achieved by the Issuer.

12. These restricted stock units vest on 1-19-2020 if certain performance measures are achieved by the Issuer.

13. These restricted stock units vest in 2019 if certain performance measures are achieved by the Issuer.

14. Reflects the forfeiture of 184 Performance Based Restricted Stock Units granted but not earned during performance period.

15. Of these restricted stock units, 1/3 vest on 1-20-2018, 1/3 vest on 1-20-2019, and 1/3 vest on 1-20-2020.

Remarks:

	/s/ Brian Fox	03/21/2019
	** 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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