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^*

DAVIS ROBERT D

(Last)

(First)

(Middle)

1240 BROADCASTING ROAD

(Street)

WYOMISSING

19610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIST FINANCIAL CORP [ VIST ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2009

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	12/16/2009		A		834⁽¹⁾⁽²⁾	A	$0	2,118⁽⁴⁾	D
COMMON STOCK	12/16/2009		A		1,666⁽¹⁾⁽³⁾	A	$0	3,784	D
COMMON STOCK								8,852	I	JOINT WITH SPOUSE

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)

Explanation of Responses:

1. Transaction represents the grant of restricted stock award to the reporting person under the Issuer's 2007 Equity Incentive Plan. As required by the Interim Final Rule on TARP Standards for Compensation and Corporate Governance on June 15, 2009 (the Rule), the restricted stock will not vest until the second anniversary on the date of grant, provided the executive remains continuously employed with the Issuer, and, once vested as otherwise described herein, the shares may not be sold or otherwise transferred by the executive except to the extent the issuer has repaid its financial obligation to the U.S. Department of the Treasury (the Treasury) or under the Rule or other guidance that may be issued by the Treasury or other government agency.

2. Subject to Footnote (1), the restricted stock award will vest in three equal installments beginning on December 16, 2010 and continuing each anniversary thereafter through December 16, 2012.

3. Subject to Footnote (1), 50% of the restricted stock award will vest in three equal installments based upon the satisfaction of certain corporate-wide performance criteria for the fiscal year ending December 31, 2010. The balance will vest in three equal installments based upon the satisfaction of certain individual performance criteria for the fiscal year ending December 31, 2010. If the relevant criteria are achieved, 1/3 will vest on January 26, 2011, 1/3 will vest on December 16, 2011, and 1/3 will vest on December 16, 2012.

4. The total includes shares acquired through the Issuer's Employee Stock Purchase Plan which meets requirements of Rule 16b-3, and shares acquired with reinvested dividends through the Issuer's Dividend Reinvestment Plan.

	JENETTE L. ECK, ATTORNEY-IN-FACT	12/18/2009
	** 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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