| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2022 | 3. Issuer Name and Ticker or Trading Symbol HEARTLAND FINANCIAL USA INC [ HTLF ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 1,809 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2020 Time-Based Restricted Stock | (1) | (1) | Common Stock | 374 | (2) | D | |
| 2021 Time-Based Restricted Stock | (3) | (3) | Common Stock | 614 | (2) | D | |
| 2022 Time-Based Restricted Stock | (4) | (4) | Common Stock | 893 | (2) | D | |
| 2020 Performance Based Restricted Stock (3-year performance) | (5) | (5) | Common Stock | 1,124 | (2) | D | |
| 2021 Performance Based Restricted Stock (3-year performance) | (6) | (6) | Common Stock | 1,374 | (2) | D | |
| 2022 Performance Based Restricted Stock (3-year performance) | (7) | (7) | Common Stock | 1,340 | (2) | D | |
| Explanation of Responses: |
| 1. 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. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. |
| 3. Of these restricted stock units, 1/3 vest on 3-6-2022, 1/3 vest on 3-6-2023, and 1/3 vest on 3-6-2024. |
| 4. Of these restricted stock units, 1/3 vest on 3-6-2023, 1/3 vest on 3-6-2024, and 1/3 vest on 3-6-2025. |
| 5. These restricted stock units vest in 2023 if certain performance measures are achieved by the Issuer |
| 6. These restricted stock units vest in 2024 if certain performance measures are achieved by the Issuer |
| 7. These restricted stock units vest in 2025 if certain performance measures are achieved by the Issuer |
| Remarks: |
| /s/ Kevin C. Karrels | 08/12/2022 | |
| ** 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 5 (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. | ||
