| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HEARTLAND FINANCIAL USA INC [ HTLF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/17/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 30,130 | D(1) | ||||||||
| Common Stock | 06/30/2020 | A | 306(2) | A | $30.1 | 30,436 | D(1) | |||
| Common Stock | 1,163 | I | 401(k) | |||||||
| 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 | ||||||||
| 2020 Time-Based Restricted Stock | (3) | (4) | (4) | Common Stock | 0.0 | 0 | D | ||||||||
| 2020 Time-Based Restricted Stock | (3) | 03/17/2020 | A | 1,630 | (4) | (4) | Common Stock | 1,630 | $32.57 | 0 | D | ||||
| 2020 Performance Based Restricted Stock (3-year performance) | (3) | (5) | (5) | Common Stock | 0.0 | 0 | D | ||||||||
| 2020 Performance Based Restricted Stock (3-year performance) | (3) | 03/17/2020 | A | 1,630 | (5) | (5) | Common Stock | 1,630 | $32.57 | 0 | D | ||||
| 2019 Time-Based Restricted Stock | (3) | (6) | (6) | Common Stock | 382 | 382 | D | ||||||||
| 2019 Performance Based Restricted Stock (3-year performance) | (3) | (7) | (7) | Common Stock | 1,622 | 0 | D | ||||||||
| 2018 Time-Based Restricted Stock | (3) | (8) | (8) | Common Stock | 184 | 184 | D | ||||||||
| 2018 Performance Based Restricted Stock (3-year performance) | (3) | (9) | (9) | Common Stock | 1,047 | 0 | D | ||||||||
| 2018 Performance Based Restricted Stock (1-year performance) | (3) | (10) | (10) | Common Stock | 177 | 0 | D | ||||||||
| Explanation of Responses: |
| 1. These shares are held in Jt. Ten. |
| 2. Reflects shares purchased through the Employee Stock Purchase Program |
| 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 3-6-2021, 1/3 vest on 3-6-2022, and 1/3 vest on 3-6-2023. |
| 5. These restricted stock units vest in 2023 if certain performance measures are achieved by the Issuer. |
| 6. 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. |
| 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 3-6-2019, 1/3 vest on 3-6-2020, and 1/3 vest on 3-6-2021. |
| 9. These restricted stock units vest in 2021 if certain performance measures are achieved by the Issuer. |
| 10. These restricted stock units vest on 3-6-2021 if certain performance measures are achieved by the Issuer. |
| Remarks: |
| /s/ Andrew E Townsend | 11/10/2020 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
