McKeag Bryan Form 4 HEARTLAND FINANCIAL USA / Bryan McKeag 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^*

McKeag Bryan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2020

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								18,818	I	Trust(1)
Common Stock								3,265	D
Common Stock	03/19/2020		M		483	A	$32.57	3,748	D

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
2017 Performance Based Restricted Stock (3-year performance)	(2)							(3)	(3)	Common Stock	810		0	D
2017 Performance Based Restricted Stock (3-year performance)	(2)	03/19/2020		F			483	(3)	(3)	Common Stock	0.0	$32.57	483	D
2018 Performance Based Restricted Stock (1-year performance)	(2)							(4)	(4)	Common Stock	245		0	D
2018 Performance Based Restricted Stock (3-year performance)	(2)							(5)	(5)	Common Stock	1,453		0	D
2018 Time-Based Restricted Stock	(2)							(6)	(6)	Common Stock	363		363	D
2019 Performance Based Restricted Stock (3-year performance)	(2)							(7)	(7)	Common Stock	2,247		0	D
2019 Time-Based Restricted Stock	(2)							(8)	(8)	Common Stock	749		749	D

Explanation of Responses:

1. These shares are held by Bryan R and Linda M McKeag Living Trust dated 02-18-2009

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

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

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

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

6. Of these restricted stock units, 1/3 vest on 3-6-2019, 1/3 vest on 3-6-2020, and 1/3 vest on 3-6-2021.

7. These restricted stock units vest in 2022 if certain performance measures are achieved by the Issuer

8. Of these restricted stock units, 1/3 vest on 3-6-2020, 1/3 vest on 3-6-2021, and 1/3 vest on 3-6-2022.

Remarks:

	/s/ Bryan McKeag	03/19/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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