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Form 3 HEARTLAND FINANCIAL USA For: Aug 12 Filed by: Karrels Kevin C

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August 12, 2022 10:39 AM EDT
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 *
Karrels Kevin C
(Last) (First) (Middle)
700 LOCUST STREET
(Street)
DUBUQUE IA 52001
(City) (State) (Zip)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Head of Consumer, Retail
 5. 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 Beneficially Owned
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)
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
/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 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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