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)
01/08/2019

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								0	D
Common Stock								656,879	I	As Trustee(1)
Common Stock	01/08/2019		A		467(2)	A	$41.75	657,346	I	As Trustee(1)
Common Stock								5,000	I	Spouses Trust(3)
Common Stock								301,616	I	Family LLLP(4)
Common Stock								12,188	I	HTLF Retirement Plan(5)
Common Stock								0	I	GST TRUST
Common Stock	01/08/2019		J		59,019(6)	A	$14.22	59,019	I	GST TRUST

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
2018 Time-Based Restricted Stock	(7)							(8)	(8)	Common Stock	2,292		0	D
2018 Performance Based Restricted Stock (3-year performance)	(7)							(9)	(9)	Common Stock	3,056		0	D
2018 Performance Based Restricted Stock (1-year performance)	(7)							(10)	(10)	Common Stock	2,292		0	D
2017 Time-Based Restricted Stock	(7)							(8)	(8)	Common Stock	2,303		0	D
2017 Performance Based Restricted Stock (3-year performance)	(7)							(11)	(11)	Common Stock	1,727		0	D
2017 Performance Based Restricted Stock (1-year performance)	(7)							(12)	(12)	Common Stock	2,108		0	D
2016 Time-Based Restricted Stock	(7)							(13)	(13)	Common Stock	1,587		0	D
2016 Performance Based Restricted Stock (3-year performance)	(7)							(14)	(14)	Common Stock	2,524		0	D
2016 Performance Based Restricted Stock (1-year performance)	(7)							(15)	(15)	Common Stock	5,300		0	D
2015 Time-Based Restricted Stock	(7)							(16)	(16)	Common Stock	3,333		0	D
2014 Time-Based Restricted Stock	(7)							(17)	(17)	Common Stock	1,733		0	D

Explanation of Responses:

1. These shares are held by Lynn B. Fuller Trust Under Agreement dated 5-7-96, Lynn B. Fuller Trustee

2. Shares purchased 01/02/2019 through the Employee Stock Purchase Plan.

3. These shares are held by Cynthia A Fuller Declaration of Trust under agreement dated 7/2/2015, Cynthia A Fuller, Trustee

4. These shares are held by LBF Heartland Partnership LLLC - Lynn B Fuller is the General Partner. Wife and two (2) adult sons are Limited Partners.

5. 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.

6. Shares acquired from parents dissolved trust

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

8. Of these restricted stock units, 1/3 vest in 01-2018, 1/3 vest in 01-2019 and 1/3 vest in 01-2020.

9. These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer.

10. These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer.

11. These restricted stock units vest in 2020 if certain performance measures are achieved by the Issuer.

12. These restricted stock units vest on 1-19-2020 if certain performance measures are achieved by the Issuer.

13. Of these restricted stock units, 1/3 vest on 1-19-2017, 1/3 vest on 1-19-2018, and 1/3 vest on 1-19-2019.

14. These restricted stock units vest in 2019 if certain performance measures are achieved by the Issuer.

15. These restricted stock units vest on 1-19-2019 if certain performance measures are achieved by the Issuer.

16. Of these restricted stock units, 1/3 vest on 1-20-2018, 1/3 vest on 1-20-2019, and 1/3 vest on 1-20-2020.

17. Of these restricted stock units, 1/3 vest on 3-11-2017, 1/3 vest on 3-11-2018, and 1/3 vest on 3-11-2019.

Remarks:

	/s/ Lynn B. Fuller	01/10/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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