Lo B. Nestman Form 4 HEARTLAND FINANCIAL USA / Lo B. Nestman 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^*

Nestman Lo B.

(Last)

(First)

(Middle)

1800 LARIMER ST., SUITE 1800

(Street)

DENVER

80202

(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, Head of Retail, Mktg & PB

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2025		D		12,181⁽¹⁾	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2022 Time-Based Restricted Stock Units	⁽²⁾	01/31/2025		D			268⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	268	⁽³⁾	0	D
2023 Time-Based Restricted Stock Units	⁽²⁾	01/31/2025		D			566⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	566	⁽³⁾	0	D
2023 Time-Based Restricted Stock Units	⁽²⁾	01/31/2025		D			542	⁽³⁾	⁽³⁾	Common Stock	542	⁽³⁾	0	D
2024 Time-Based Restricted Stock Units	⁽²⁾	01/31/2025		D			2,318⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	2,318	⁽³⁾	0	D
2022 Performance Based Restricted Stock Units (3-year)	⁽²⁾	01/31/2025		D			1,208⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,208	⁽⁴⁾	0	D
2023 Performance Based Restricted Stock Units (3-year)	⁽²⁾	01/31/2025		A		1,274		⁽⁴⁾	⁽⁴⁾	Common Stock	1,274	⁽⁴⁾	1,274	D
2023 Performance Based Restricted Stock Units (3-year)	⁽²⁾	01/31/2025		D			1,274⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,274	⁽⁴⁾	0	D
2024 Performance Based Restricted Stock Units (3-year)	⁽²⁾	01/31/2025		A		3,477		⁽⁴⁾	⁽⁴⁾	Common Stock	3,477	⁽⁴⁾	3,477	D
2024 Performance Based Restricted Stock Units (3-year)	⁽²⁾	01/31/2025		D			3,477⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,477	⁽⁴⁾	0	D
Non-Qualified Stock Option (Right To Buy)	$48.79	01/31/2025		D			1,614⁽¹⁾	⁽⁵⁾	12/01/2032	Common Stock	1,614	⁽⁵⁾	806	D
Non-Qualified Stock Option (Right To Buy)	$48.79	01/31/2025		D			806⁽¹⁾	⁽⁶⁾	12/01/2032	Common Stock	806	⁽⁶⁾	0	D

Explanation of Responses:

1. Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.

2. Each HTLF RSU Award and HTLF PSU Award represents a contingent right to receive one share of HTLF common stock.

3. Upon the Effective Time: each HTLF RSU Award was converted into an Assumed RSU Award (as defined in the Merger Agreement) that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF RSU Award multiplied by the Exchange Ratio, rounded down to the nearest whole share.

4. Upon the Effective Time: each HTLF PSU Award was converted into an Assumed PSU Award (as defined in the Merger Agreement) with applicable performance goals deemed satisfied at the target level that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF PSU Award multiplied by the Exchange Ratio.

5. Upon the Effective Time: each unvested HTLF Option was converted into an Assumed Option (as defined in the Merger Agreement) that (i) is exercisable for a number of shares of UMB common stock equal to the number of shares of HTLF common stock underlying the award multiplied by the Exchange Ratio, rounded down to the nearest whole share and (ii) has an exercise price per share of UMB common stock equal to the exercise price applicable to the underlying award divided by the Exchange Ratio, rounded up to the nearest cent.

6. Upon the Effective Time: each vested HTLF Option was cancelled and converted into the right to receive shares of UMB common stock equal to the product of the Exchange Ratio multiplied by the number of shares of HTLF common stock subject to such award, reduced by a number of shares of HTLF Common Stock having a fair market value equal to the aggregate exercise price applicable to such HTLF Option.

Remarks:

	/s/ Janet Emerson, as attorney-in-fact for Lo B. Nestman	02/04/2025
	** 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.

Lo B. Nestman Form 4HEARTLAND FINANCIAL USA / Lo B. Nestman ownership change