Bruce K. Lee - 31 Jan 2025 Form 4 Insider Report for HEARTLAND FINANCIAL USA INC

Role
HTLF President and CEO
Signature
/s/ Janet Emerson, as attorney-in-fact for Bruce K. Lee
Issuer symbol
N/A
Transactions as of
31 Jan 2025
Net transactions value
$0
Form type
4
Filing time
04 Feb 2025, 16:03:34 UTC
Previous filing
25 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HTLF Common Stock Disposed to Issuer -167,325 -100% 0 31 Jan 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HTLF 2022 Time-Based Restricted Stock Units Disposed to Issuer -3,426 -100% 0 31 Jan 2025 Common Stock 3,426 Direct F1, F2, F3
transaction HTLF 2023 Time-Based Restricted Stock Units Disposed to Issuer -6,909 -100% 0 31 Jan 2025 Common Stock 6,909 Direct F1, F2, F3
transaction HTLF 2024 Time-Based Restricted Stock Units Disposed to Issuer -16,048 -100% 0 31 Jan 2025 Common Stock 16,048 Direct F1, F2, F3
transaction HTLF 2022 Performance Based Restricted Stock Units (3-year) Disposed to Issuer -15,420 -100% 0 31 Jan 2025 Common Stock 15,420 Direct F1, F2, F4
transaction HTLF 2023 Performance Based Restricted Stock Units (3-year) Award +15,546 15,546 31 Jan 2025 Common Stock 15,546 Direct F2, F4
transaction HTLF 2023 Performance Based Restricted Stock Units (3-year) Disposed to Issuer -15,546 -100% 0 31 Jan 2025 Common Stock 15,546 Direct F1, F2, F4
transaction HTLF 2024 Performance Based Restricted Stock Units (3-year) Award +24,071 24,071 31 Jan 2025 Common Stock 24,071 Direct F2, F4
transaction HTLF 2024 Performance Based Restricted Stock Units (3-year) Disposed to Issuer -24,071 -100% 0 31 Jan 2025 Common Stock 24,071 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Bruce K. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Each HTLF RSU Award and HTLF PSU Award represents a contingent right to receive one share of HTLF common stock.
F3 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.
F4 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.