Falb Mark C Form 4/A HEARTLAND FINANCIAL USA / MARK C FALB ownership change

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^*

FALB MARK C

(Last) (First) (Middle)

1398 CENTRAL AVE.

(Street)

DUBUQUE IA 52001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND FINANCIAL USA INC [ HTLF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/22/2020

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								1,390	D
Common Stock								68,856	I	Spouse, Trust(1)
Common Stock								40,018	I	As Trustee(2)

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
2020 Director Restricted Stock Units	(3)	05/20/2020		A		2,620(4)		(5)	(5)	Common Stock	2,620	$30.29	0	D
2020 Director Restricted Stock Units (retainer)	(3)	05/20/2020		A		720		(5)	(5)	Common Stock	720(6)	$30.29	0	D
2019 Director Restriced Stock Units (retainer)	(3)							(7)	(7)	Common Stock	607(6)		0	D
2019 Director Restriced Stock Units	(3)							(7)	(7)	Common Stock	1,705		0	D

Explanation of Responses:

1. These shares are held by Cheryl A. Falb Revocable Trust, Cheryl A. Falb Trustee

2. These shares area held by Mark C. Falb Revocable Trust, Mark C. Falb Trustee

3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

4. Corrected calculation error.

5. These restricted stock units are granted under the 2020 Long-term Incentive Plan and are subject to a one (1) year vesting schedule.

6. HTLF Directors may elect RSUs or cash for the retainer portion of their Director Compensation

7. These restricted stock units are granted under the 2012 Long-term Incentive Plan and are subject to a one (1) year vesting schedule.

Remarks:

	/s/ Mark C. Falb	06/10/2020
	** 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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