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^*

WEIL MEREDITH S

(Last)

(First)

(Middle)

7007 BROADWAY AVENUE

(Street)

CLEVELAND

44105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TFS Financial CORP [ TFSL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2022

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	12/10/2022		M		13,613⁽¹⁾	A	$0	99,017	D
Common Stock	12/10/2022		M		2,700⁽²⁾	A	$0	101,717	D
Common Stock	12/10/2022		M		3,133⁽²⁾	A	$0	104,850	D
Common Stock	12/10/2022		M		3,166⁽²⁾	A	$0	108,016	D
Common Stock	12/10/2022		F		10,256⁽³⁾	D	$0	97,760	D⁽⁴⁾
Common Stock								12,152	I	BY ESOP⁽⁵⁾
Common Stock								14,592	I	By 401(k)⁽⁵⁾

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)
Performance Restricted Share Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	15,050		15,050	D
Performance Restricted Share Units	⁽⁶⁾	12/10/2022		M			13,613	⁽⁸⁾	⁽⁸⁾	Common Stock	13,613	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/10/2022		M			2,700	⁽⁹⁾	⁽⁹⁾	Common Stock	2,700	$0	0	D
Restricted Stock Units	⁽⁶⁾	12/10/2022		M			3,133	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,133	$0	3,134	D
Restricted Stock Units	⁽⁶⁾	12/10/2022		M			3,166	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,166	$0	6,334	D
Restricted Stock Units	⁽⁶⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	3,600		3,600	D
Employee Stock Option (right to buy)	$14.74							⁽¹³⁾	01/05/2028	Common Stock	187,500		187,500	D
Employee Stock Option (right to buy)	$14.81							⁽¹⁴⁾	05/28/2025	Common Stock	108,300		108,300	D
Employee Stock Option (right to buy)	$19.31							⁽¹⁵⁾	12/15/2026	Common Stock	54,400		54,400	D
Employee Stock Option (right to buy)	$19.06							⁽¹⁶⁾	12/17/2025	Common Stock	24,200		24,200	D
Employee Stock Option (right to buy)	$14.85							⁽¹⁷⁾	12/18/2024	Common Stock	32,400		32,400	D
Employee Stock Option (right to buy)	$11.64							⁽¹⁸⁾	12/03/2023	Common Stock	28,700		28,700	D

Explanation of Responses:

1. These common shares were acquired upon the vesting and settlement of certain Performance Share Units (PSUs).

2. These common shares were acquired upon the vesting and settlement of certain restricted stock units (RSUs).

3. These common shares were delivered to the issuer to pay for the applicable withholding tax due upon vesting of certain restricted stock units.

4. Shares are held with shared voting power with spouse.

5. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.

6. Each restricted stock unit represents a contingent right to receive one share of TFS Financial Corporation common stock. Restricted stock units are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock.

7. On November 22, 2022, the reporting person achieved performance level of 107.5% on a target award of 14,000 Performance Share Units ("PSUs"), resulting in a total earned award of 15,050 shares. This represents the final determination on a December 17, 2020 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2022. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2023.

8. On December 10, 2021, the reporting person achieved performance level of 112.5% on a target award of 12,100 Performance Share Units ("PSUs"), resulting in a total earned award of 13,613 shares. This represents the final determination on a December 19, 2019 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2021. Each PSU represents a contingent right to receive one share of TFS Financial Corporation common stock and are entitled to dividend equivalent rights in the form of a cash payment in the amount of any cash dividend paid per share of common stock during the period the award was outstanding. The shares and dividend equivalent payment will vest and distribute to the reporting person on December 10, 2022.

9. As reported on a Form 4 dated December 19, 2019, the reporting person received a grant of 8,100 restricted stock units. These restricted stock units vest in three equal installments beginning December 10, 2020.

10. On December 17, 2020, the reporting person received a grant of 9,400 Restricted Stock Units ("RSUs"). These RSUs vest in three equal annual installments beginning December 10, 2021.

11. On December 16, 2021, the reporting person received a grant of 9,500 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022.

12. As reported on a Form 4 dated September 29, 2011, the reporting person received a grant of 3,600 restricted stock units that vest in four equal annual installments beginning May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.

13. As reported on a Form 4 dated January 8, 2018, the reporting person received a grant of 187,500 stock options. These stock options vest in three equal annual installments beginning December 10, 2018.

14. As reported on a Form 4 dated May 29, 2015, the reporting person received a grant of 108,300 stock options on May 28, 2015. These stock options vest in five equal annual installments beginning May 28, 2016.

15. As reported on a Form 4 dated December 15, 2016, the reporting person received a grant of 79,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2017.

16. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 49,200 stock options on December 15, 2015. These stock options vest in three equal annual installments beginning December 10, 2016.

17. As reported on a Form 4 dated December 19, 2014, the reporting person received a grant of 32,400 stock options. These stock options vest in three equal annual installments beginning December 10, 2015.

18. As reported on a Form 4 dated December 12, 2013, the reporting person received a grant of 28,700 stock options on December 3, 2013. These stock options vest in three equal installments beginning December 3, 2014.

Remarks:

	/s/ Timothy W. Mulhern, Pursuant to Power of Attorney	12/13/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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