Karl A Roessner Form 4 E TRADE FINANCIAL / Karl A Roessner 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^*

Roessner Karl A

(Last) (First) (Middle)

1271 AVENUE OF THE AMERICAS

14TH FLOOR

(Street)

NEW YORK NY 10020-1302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
E TRADE FINANCIAL Corp [ ETFC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2016

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	02/05/2016		A		45,503(1)	A	$0.0	296,077	D
Common Stock	02/06/2016		A		8,720(2)	A	$0.0	304,797	D
Common Stock	02/06/2016		F		3,695(3)	D	$23.075	301,102	D
Common Stock	02/06/2016		F		7,176(4)	D	$23.075	293,926	D
Common Stock	02/06/2016		F		6,412(5)	D	$23.075	287,514	D
Common Stock	02/06/2016		F		5,584(5)	D	$23.075	281,930	D
Common Stock	02/07/2016		F		8,305(6)	D	$23.075	273,625	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

Explanation of Responses:

1. Restricted stock unit award that will vest over three years, with one-third vesting on February 5, 2017; one-third vesting on February 5, 2018; and the remaining one-third vesting on February 5, 2019.

2. Represents the number of shares of Common Stock received in settlement of performance share units previously granted to the reporting person on February 6, 2015, which vested based upon the Company's achievement of earnings per share targets and key business initiatives relating to 2015.

3. Shares reported were withheld for payment of taxes associated with the vesting of performance share units previously granted on February 6, 2015.

4. Shares reported were withheld for payment of taxes associated with the vesting of approximately one-fourth of a grant of restricted stock originally made on February 6, 2013.

5. Shares reported were withheld for payment of taxes associated with the vesting of approximately one-third of a grant of restricted stock originally made on February 6, 2015.

6. Shares reported were withheld for payment of taxes associated with the vesting of approximately one-third of a grant of restricted stock originally made on February 7, 2014.

	By: Lori Sher For: Karl A. Roessner	02/09/2016
	** 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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