Fuller LYNN B Form 4 HEARTLAND FINANCIAL USA / LYNN B FULLER 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^*

FULLER LYNN B

(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
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015

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	05/01/2015		M		10,000	A	$29.65	0(1)	I	As Trustee(2)
Common Stock	05/01/2015		S(3)		10,000	D	$33.83	0(1)	I	As Trustee(2)
Common Stock	05/01/2015		G(4)	V	267,616	D	$0	576,420	I	As Trustee(2)
Common Stock	05/01/2015		G(5)	V	7,100	D	$0	5,000	I	By Spouse
Common Stock	05/01/2015		P(6)		26,900	A	$33.83	0(1)	I	Family LLLP(7)
Common Stock	05/01/2015		G(4)	V	267,616	A	$0	0(1)	I	Family LLLP(7)
Common Stock	05/01/2015		G(5)	V	7,100	A	$0	301,616	I	Family LLLP(7)
Common Stock								35,862(8)(9)	D
Common Stock								123,078	I	As Trustee(10)
Common Stock								12,188	I	HTLF Retirement Plan(11)

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
Non-Qualified Stock Option (Right To Buy)	$29.65	05/01/2015		M			10,000	(12)	01/16/2017	Common Stock	0.0	$0	0	D

Explanation of Responses:

1. Multi line entry --- see next line for total

2. Shares held by Lynn B. Fuller Trust Under Agreement dated 5-7-96, Lynn B. Fuller Trustee

3. Represents a sale to two adult sons in which payment is represented by promissory notes.

4. Represents the transfer by Mr. Fuller's Trust to the LBF Heartland Partnership LLLP.

5. Represents the transfer by Mr. Fuller's spouse to the LBF Heartland Partnership LLLP.

6. Represents the transfer by adult sons to LBF Heartland Partnership LLLP.

7. Shares held by LBF Heartland Partnership LLLP - Lynn B Fuller is the General Partner. Wife and two (2) adult sons are Limited Partners.

8. Includes 24,475 Restricted Stock Units (RSU). Each RSU represents the right to receive one share of common stock. The grant vests in three equal installments on the third, fourth and fifth anniversaries of the grant date.

9. Includes 11,387 shares of Performance Based Restricted Stock.

10. Shares held by the Emma O. Fuller Trust dated 9-3-85 Dubuque Bank & Trust, L.S. Fuller & L.B. Fuller, co-trustees

11. Represents shares allocated to the reporting person's account under the Heartland Financial USA, Inc. Retirement Plan as a result of the Pension Plan Protectin Act of 2006.

12. Represents options to buy granted under the Company's Stock Option Plan, a Rule 16(b)(3) plan, which options vest one-third per year beginning on the 3rd anniversary of date of grant.

Remarks:

	/s/ Lynn B. Fuller	05/06/2015
	** 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).
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