8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 15, 2016

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-15393

Delaware	42-1405748
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1398 Central Avenue

Dubuque, Iowa 52001

(Address of principal executive offices)

(563) 589-2100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On March 15, 2016, Heartland Financial USA, Inc. (“Heartland”) redeemed all of the 81,698 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series C, with a liquidation amount of $1,000 per share (the “Series C Preferred Stock”). The Series C Preferred Stock was issued to the United States Secretary of the Treasury (the “Treasury”) on September 15, 2011 as part of the Small Business Lending Fund (“SBLF”) program.

The Series C Preferred Stock was issued pursuant to a Securities Purchase Agreement, effective September 15, 2011 (the “Purchase Agreement”), between Heartland and the Treasury. As a result of the redemption of the Series C Preferred Stock, the Purchase Agreement was terminated.

Item 8.01 Other Events.

As described in Item 1.02 above, Heartland redeemed the outstanding shares of its Series C Preferred Stock on March 15, 2016. The aggregate redemption price was approximately $81.9 million, including dividends accrued but unpaid through the redemption date. Heartland used existing available funds to redeem the Series C Preferred Stock. No shares of Series C Preferred Stock are outstanding as a result of the redemption, and the redemption terminated Heartland’s participation in the SBLF program.

On March 15, 2016, Heartland issued a press release announcing the redemption of the Series C Preferred Stock. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated March 15, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	March 16, 2016	HEARTLAND FINANCIAL USA, INC.
		By:
			/s/ Bryan R. McKeag
			Executive Vice President
			Chief Financial Officer

EX-99.1

CONTACT:	FOR IMMEDIATE RELEASE

Bryan R. McKeag

Executive Vice President

Chief Financial Officer

(563) 589-1994

BMckeag@htlf.com

HEARTLAND FINANCIAL USA, INC. ANNOUNCES

EXIT FROM SMALL BUSINESS LENDING FUND

Dubuque, Iowa, March 16, 2016 - Heartland Financial USA, Inc. (NASDAQ: HTLF) announced that it has redeemed all outstanding shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series C, liquidation amount $1,000 per share (the “Series C Preferred Stock”), that had been issued to the United States Department of the Treasury in September 2011 pursuant to the Treasury’s Small Business Lending Fund (“SBLF”) program. The SBLF was a $30 billion voluntary program designed to encourage small business lending by providing capital to selected community banks.

The aggregate redemption price of the Series C Preferred Stock was approximately $81.9 million, including dividends accrued but unpaid through the redemption date. The redemption of the Series C Preferred Stock terminates the Company’s participation in the SBLF program in full and was redeemed from the Company’s available funds.  During the period the investment was outstanding, Heartland paid a total of $7.5 million in dividends to Treasury.

Lynn B. Fuller, Heartland’s Chairman and CEO said, “The SBLF program was an excellent source of capital for strong and growing banks like ours at a time when the availability and cost of capital for community banks was difficult due to the financial crisis. We have always honored our commitment to be a reliable source of credit for small business during and after the 2008 crisis and resulting economic recession. Since obtaining the SBLF capital in September 2011, we increased small business commercial lending, as defined by the SBLF program, by $161.7 million or 9.3 percent through year-end 2015.

“We are very grateful to have been a part of the SBLF program and to have played a role in helping to strengthen the economy during a difficult economic period,” concluded Fuller.

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About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. is a diversified financial services company with assets exceeding $8 billion. The company provides banking, mortgage, private client, investment, insurance and consumer finance services to individuals and businesses. Heartland currently has 108 banking locations serving 85 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California, with mortgage loan production offices in California, Nevada and Idaho. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.

Safe Harbor Statement

This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartland's financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartland's management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors included in Heartland's Annual Report on Form 10-K filed with the Securities and Exchange Commission, include, among others: (i) the strength of the local and national economy; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war, (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the potential impact of acquisitions, (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

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