UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 2, 2013
TFS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| United States of America | 001-33390 | 52-2054948 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 7007 Broadway Ave., Cleveland, Ohio | 44105 | |||
| (Address of principle executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code (216) 441-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
TFS Financial Corporation (the "Company") reported that on August 2, 2013, Marc A. Stefanski, the Chairman and Chief Executive Officer of the Company, amended the number of shares to be sold under his previously disclosed 10b5-1 trading plan, dated March 7, 2013. Under Rule 10b5-1, directors, officers and other employees who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of Company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information.
Mr. Stefanski's trading plan is a part of his asset diversification, tax and financial planning strategy. The amended plan contemplates the sale of up to 30,000 additional shares over the 42,000 shares contemplated in the original plan, for a total of 72,000 shares of Company Stock, in specified share amounts on specified dates at market prices, subject to specified limitations. As of August 2, 2013, 31,500 shares have already been sold under the trading plan. Remaining sales pursuant to Mr. Stefanski's plan are expected to continue through October 2013.
Transactions made under the 10b5-1 plan will be disclosed publicly through Form 4 filings with the U.S. Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers, nor to report modifications or terminations of the aforementioned 10b5-1 plans or the plan of any other individual.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TFS FINANCIAL CORPORATION (Registrant) | |||||||
| Date: | August 5, 2013 | By: | /s/ Paul J. Huml | ||||
| Paul J. Huml | |||||||
| Chief Operating Officer | |||||||