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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Stefanski Marc A
(Last) (First) (Middle)
7007 BROADWAY AVENUE
(Street)
CLEVELAND OH 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)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023
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)
Code V Amount (A) or (D) Price
Common Stock 227,080 D
Common Stock 02/28/2023 J 23,300(1) A $0 39,500 I Trustee for daughter's trust
Common Stock 12/15/2023 J 17,650(2) A $0 57,150 I Trustee for daughter's trust
Common Stock 09/10/2024 S 20,000 D $12.82 37,150 I Trustee for daughter's trust
Common Stock 20,200 I By Spouse
Common Stock 54,738 I Trustee for sibling trust
Common Stock 31,089 I Trust Beneficiary
Common Stock 10,419 I BY ESOP(3)
Common Stock 107,601 I By 401(k)(3)
Common Stock 7,200 I POA on siblings IRA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Share Units (4) (5) (5) Common Stock 12,540 12,540 D
Restricted Stock Units (4) (6) (6) Common Stock 9,800 9,800 D
Restricted Stock Units (4) (7) (7) Common Stock 40,700 40,700 D
Restricted Stock Units (4) (8) (8) Common Stock 33,400 33,400 D
Restricted Stock Units (4) (9) (9) Common Stock 35,700 35,700 D
Restricted Stock Units (4) (10) (10) Common Stock 26,800 26,800 D
Restricted Stock Units (4) (11) (11) Common Stock 693,048 693,048 D
Employee Stock Option (right to buy) $19.06 (12) 12/17/2025 Common Stock 196,700 196,700 D
Employee Stock Option (right to buy) $14.85 (13) 12/18/2024 Common Stock 383,600 383,600 D
Explanation of Responses:
1. On 2/28/2023, the reporting person's daughter transferred 23,300 shares of TFSL common stock from her directly held shares to her revocable trust for no consideration. The reporting person is trustee of the trust, but the sole beneficiary of the trust is the reporting person's daughter.
2. On 12/15/2023, the reporting person's daughter transferred 17,650 shares of TFSL common stock from her directly held shares to her revocable trust for no consideration. The reporting person is trustee of the trust, but the sole beneficiary of the trust is the reporting person's daughter.
3. Reflects transactions not required to be reported under Section 16 of the Securities Exchange Act, as amended.
4. 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.
5. On November 21, 2023, the reporting person achieved performance level of 95.0% on a target award of 13,200 Performance Share Units ("PSUs"), resulting in a total earned award of 12,540 shares. This represents the final determination a December 16, 2021 award that was dependent on certain performance results during the two fiscal year period ended September 30, 2023. 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, 2024.
6. On December 16, 2021, the reporting person received a grant of 29,400 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2022.
7. On March 4, 2024, the reporting person received a grant of 40,700 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2024.
8. As reported on a Form 4 dated May 14, 2009, the reporting person received a grant of 33,400 restricted stock units that vest in four equal annual installments beginning on May 12, 2010. Vested shares may be distributed to the reporting person only after the person's termination of employment with TFS Financial Corporation.
9. As reported on a Form 4 dated May 18, 2010, the Reporting Person received a grant of 35,700 restricted stock units that vest in four equal installments beginning on May 14, 2011. Vested shares may be distributed to the Reporting Person only after that person's termination of employment with TFS Financial Corporation.
10. On December 15, 2022, the reporting person received a grant of 40,200 Restricted Stock Units (RSUs). These RSUs vest in three equal annual installments beginning December 10, 2023.
11. As reported on a Form 4 dated August 13, 2008, the Reporting Person received a grant of 701,800 Restricted Stock Units ("RSUs") on August 11, 2008. These RSUs vest 10% on each of the third through the ninth anniversaries of the date of the grant and 30% on the tenth anniversary of the date of the grant. Vested shares may be distributed to the Reporting Person only after the person's termination of employment from TFS Financial Corporation. 3,387 shares were delivered to the issuer on August 13, 2012; and 5,365 shares were delivered to the issuer on August 11, 2015; to pay for the applicable withholding tax due upon vesting.
12. As reported on a Form 4 dated December 17, 2015, the reporting person received a grant of 196,700 stock options. These stock options vest in three equal annual installments beginning December 10, 2016.
13. As reported on a Form 4 dated December 19, 2014, the reporting person received a grants of 383,600 stock options. These options vest in three equal annual installments beginning December 10, 2015.
Remarks:
/s/ Susanne N. Miller, Pursuant to Power of Attorney 09/12/2024
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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