FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HEPBURN BRUCE A 		2. Issuer Name and Ticker or Trading Symbol

SUSQUEHANNA BANCSHARES INC [ SUSQ ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

SUSQUEHANNA BANCSHARES, INC., 26 N. CEDAR STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2015
(Street)

LITITZ, PA 17543
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   8/1/2015     D    46146   D   (1) 0   D    
Common Stock   8/1/2015     D    1000   D   (1) 0   I   By Spouse  
Common Stock   8/1/2015     D    4218   D   (1) 0   I   Family Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $24.34   8/1/2015     D         3000      (2) 1/18/2016   Common Stock   3000     (3) 0   D    
Stock Option   $24.26   8/1/2015     D         3000      (2) 2/28/2017   Common Stock   3000     (4) 0   D    
Stock Option   $21.82   8/1/2015     D         3000      (2) 2/27/2018   Common Stock   3000     (5) 0   D    
Stock Option   $8.28   8/1/2015     D         1000      (2) 7/20/2020   Common Stock   1000     (6) 0   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $68.99 per share.
( 4)  This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $68.77 per share.
( 5)  This option was replaced with an option to purchase 1,058 shares of BB&T common stock for $61.85 per share.
( 6)  This option was replaced with an option to purchase 352 shares of BB&T common stock for $23.47 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HEPBURN BRUCE A
SUSQUEHANNA BANCSHARES, INC.
26 N. CEDAR STREET
LITITZ, PA 17543 		X



Signatures
/s/ D. Scott Freed, attorney-in-fact for Bruce A. Hepburn 8/3/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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