HF Financial (HFFC) Form 4 HF FINANCIAL / JOHN W PALMER 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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X

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^*

PALMER JOHN W

(Last) (First) (Middle)

47 E. CHICAGO AVENUE, SUITE 328

(Street)

NAPERVILLE IL 60540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HF FINANCIAL CORP [ HFFC ]

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)
05/16/2016

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	05/16/2016		D		8,274	D	(1)	0	D
Common Stock	05/16/2016		D		255,316	D	(1)	0	I	By Financial Edge Fund, LP(2)
Common Stock	05/16/2016		D		93,588	D	(1)	0	I	By Financial Edge Strategic Fund, LP(3)
Common Stock	05/16/2016		D		71,727	D	(1)	0	I	By Goodbody/PL Capital, LP(4)
Common Stock	05/16/2016		D		169,344	D	(1)	0	I	By PL Capital/Focused Fund, LP(5)
Common Stock	05/16/2016		D		4,000	D	(1)	0	I	By Albernet OU(6)

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

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger between HF Financial Corp. (the "Company") and Great Western Bancorp, Inc. ("Great Western"), dated November 30, 2015, each share of Company common stock was converted into the right to receive, at the election of the holder thereof, either (i) $19.50 in cash or (ii) .65 shares of Great Western common stock.

2. Financial Edge Fund, LP is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge Fund, LP. Mr. Palmer is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Palmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Financial Edge-Strategic Fund, LP is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge-Strategic Fund, LP. Mr. Palmer is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Palmer disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest therein.

4. Goodbody/PL Capital, LP is a Delaware limited partnership. Goodbody/PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Goodbody/PL Capital, LP. Mr. Palmer is the holder of a 50% equity interest in, and one of two Managing Members of, Goodbody/PL Capital, LLC. Mr. Palmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interst therein.

5. PL Capital/Focused Fund, LP is a Delaware limited partnership. PL Capital, LLP is a Delaware limited liability company and is the sole General Partner of PL Capital/Focused Fund, LP. Mr. Palmer is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Palmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. Albernet OU is an Estonia company. PL Capital, LLC is a Delaware limited liability company and an investment advisor to Albernet OU. Mr. Palmer is the holder of a 50% equity interest in, and one of two Managing Members of PL Capital, LLC. Mr. Palmer disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ John W. Palmer	06/18/2016
	** Signature of Reporting Person	Date
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