Saylor Kurt Form 4 HEARTLAND FINANCIAL USA / Kurt Saylor 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^*

Saylor Kurt

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2016

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								245,977	I	Trust(1)
Common Stock	09/20/2016		S		3,550	D	$35.98	242,427(2)	I	Trust(1)
Common Stock	09/20/2016		S		568	D	$35.89	241,859(2)	I	Trust(1)
Common Stock								99,770	I	Wife's Trust(3)
Common Stock	09/20/2016		S		1,450	D	$35.98	98,320(2)	I	Wife's Trust(3)
Common Stock	09/20/2016		S		232	D	$35.89	98,088(2)	I	Wife's Trust(3)

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
2014 Performance Based Restricted Stock	(4)							(5)	(5)	Common Stock	1,030		$0	D
2014 Time-Based Restricted Stock	(4)							(6)	(6)	Common Stock	1,075		$0	D
2015 Performance Based Restricted Stock	(4)							(7)	(7)	Common Stock	995		$0	D
2015 Time-Based Restricted Stock	(4)							(8)	(8)	Common Stock	1,350		$0	D
2016 Performance Based Restricted Stock (1-year performance)	(4)							(9)	(9)	Common Stock	1,000		$0	D
2016 Time-Based Restricted Stock	(4)							(10)	(10)	Common Stock	1,000		$0	D

Explanation of Responses:

1. Shares held by Kurt M. Saylor Trust dated 1-6-1998 for which Reporting Person acts as trustee.

2. Shares sold pursuant to 10b5-1 Plan effective July 28, 2016

3. Shares held by Melissa J. Saylor Trust dated 1-6-1998 for which Reporting Person's wife acts as trustee.

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

5. These restricted stock units vest on 1-18-2017 if certain performance measures are achieved by the Issuer.

6. 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.

7. These restricted stock units vest on 1-18-2018 if certain performance measures are achieved by the Issuer.

8. 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.

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

10. 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.

Remarks:

	/s/ Kurt Saylor	09/21/2016
	** 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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