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Form 4 SUSQUEHANNA BANCSHARES For: Dec 31 Filed by: REUTER WILLIAM J

January 5, 2015 3:44 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
REUTER WILLIAM J
(Last) (First) (Middle)
SUSQUEHANNA BANCSHARES, INC.
26 N. CEDAR STREET
(Street)
LITITZ PA 17543
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUSQUEHANNA BANCSHARES INC [ SUSQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014
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 12/31/2014   M   11,666 (1) A $ 0 150,347.5242 (2) D  
Common Stock 12/31/2014   F   5,377 (3) D $ 13.43 144,970.5242 D  
Common Stock 12/31/2014   M   3,560 (4) A $ 0 148,530.5242 D  
Common Stock 12/31/2014   F   1,641 (5) D $ 13.43 146,889.5242 D  
Common Stock 12/31/2014   A   14,430 A $ 0 161,319.5242 D  
Common Stock 12/31/2014   F   6,651 (6) D $ 13.43 154,668.5242 D  
Common Stock 12/31/2014   A   16,682 A $ 0 171,350.5242 D  
Common Stock 12/31/2014   F   7,689 (7) D $ 13.43 163,661.5242 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (8) 12/31/2014   M     11,666   (9)   (9) Common Stock 11,666 $ 0 0 D  
Restricted Stock Units (10) 12/31/2014   M     3,560   (11)   (11) Common Stock 3,560 $ 0 0 D  
Explanation of Responses:
1. On June 19, 2012, the reporting person was granted 35,000 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on June 21, 2012. On December 31, 2014, one third of these restricted stock units vested and 11,666 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
2. Includes 1,331.8646 shares acquired since the last Form 4 filing, under the 2011 Susquehanna Bancshares, Inc. Employee Stock Purchase Plan.
3. The 5,377 shares of common stock disposed of represent a portion of 11,666 restricted stock units that vested on December 31, 2014. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 11,666 restricted stock units.
4. On March 15, 2013, the reporting person was granted 7,121 restricted stock units as previously reported on a Form 4 filed with the Securities and Exchange Commission on March 18, 2013. On December 31, 2014 the Compensation Committee of the Board of Directors of Susquehanna Bancshares, Inc. accelerated the vesting of these restricted stock units, which became fully vested on December 31, 2014, and 3,560 shares of Susquehanna Bancshares, Inc. common stock were issued to the reporting person.
5. The 1,641 shares of common stock disposed of represent a portion of restricted stock units that vested on December 31, 2014. These shares disposed of were withheld to satisfy the reporting person's tax withholding obligation incident to the vesting of these 3,560 restricted stock units.
6. The 6,651 shares of common stock disposed of represent a portion of the shares issued to the reporting person upon vesting of performance stock units. The shares disposed of were withheld to satisfy the reporting person's tax obligation.
7. The 7,689 shares of common stock disposed of represent a portion of the shares issued to the reporting person upon vesting of performance stock units. The shares disposed of were withheld to satisfy the reporting person's tax obligation.
8. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made under and subject to the terms of the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
9. The restricted stock units vest one third on each of December 31, 2012, December 31, 2013, and December 31, 2014 (each a "Vesting Date"); provided that (i) the executive continues to be employed by, or provide a service to, Susquehanna Bancshares, Inc. through the Vesting Date, and (ii) the Susquehanna Bancshares, Inc. Profit Trigger (as defined in the grant agreement governing the restricted stock unit grant) is achieved.
10. Each restricted stock unit represents a contingent right to receive one share of Susquehanna Bancshares, Inc. common stock. Grant made pursuant to the terms of the Susquehanna Bancshares, Inc. 2012 Short-Term Incentive Plan, under and in accordance with the Susquehanna Bancshares, Inc. 2013 Omnibus Equity Compensation Plan.
11. On December 31, 2014 the Compensation Committee of the Board of Directors of Susquehanna Bancshares, Inc. accelerated the vesting of these restricted stock units, which became fully vested on December 31, 2014.
/s/ D. Scott Freed, attorney-in-fact for William J. Reuter 01/05/2015
** 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.

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