Townsend Andrew E Form 4 HEARTLAND FINANCIAL USA / Andrew E Townsend 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^*

Townsend Andrew E

(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)
EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016

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								1,163	I	401(k)
Common Stock								20,551	D(1)
Common Stock	11/21/2016		M		1,000	A	$18.6	20,551(2)	D
Common Stock	11/21/2016		F		387	A	$42.5	20,938	D(1)

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
2012 Time-Based Restricted Stock	(3)							(4)	(4)	Common Stock	625		$0	D
2013 Time-Based Restricted Stock	(3)							(5)	(5)	Common Stock	933		$0	D
2014 Performance Based Restricted Stock	(3)							(6)	(6)	Common Stock	1,119		$0	D
2014 Time-Based Restricted Stock	(3)							(7)	(7)	Common Stock	1,250		$0	D
2015 Performance Based Restricted Stock	(3)							(8)	(8)	Common Stock	875		$0	D
2015 Time-Based Restricted Stock	(3)							(9)	(9)	Common Stock	1,250		$0	D
2016 Performance Based Restricted Stock (1-year performance)	(3)							(10)	(10)	Common Stock	1,314		$0	D
2016 Performance Based Restricted Stock (3-year performance)	(3)							(10)	(10)	Common Stock	657		$0	D
2016 Time-Based Restricted Stock	(3)							(11)	(11)	Common Stock	1,239		$0	D
Non-Qualified Stock Option (Right To Buy)	$18.6							(12)	01/24/2018	Common Stock	1,000		$0	D
Non-Qualified Stock Option (Right To Buy)	$18.6	11/21/2016		M			1,000	(12)	01/24/2018	Common Stock	$0.0	$0	$0	D
2016 Time-Based Restricted Stock	(3)							(11)	(11)	Common Stock	2,000(13)		$0	D

Explanation of Responses:

1. These shares are held in Jt. Ten.

2. multi-line entry...see next line for total

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

4. Of these restricted stock units, 1/3 vest on 1-17-2015, 1/3 vest on 1-17-2016, and 1/3 vest on 1-17-2017.

5. Of these restricted stock units, 1/3 vest on 1-22-2016, 1/3 vest on 1-22-2017, and 1/3 vest on 1-22-2018.

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

7. 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.

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

9. 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.

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

11. 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.

12. Represents options to buy granted under the Company's Stock Option Plan, a Rule 16(b)(3) plan, which options vest one-third per year beginning on the 3rd anniversary of date of grant.

13. These shares were inadvertently removed within a previous Form 4A due to administrative error.

Remarks:

	/s/ Andrew E Townsend	11/22/2016
	** 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).
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