Edgar Filing: Great Western Bancorp, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HENNING THOMAS EDWARD

2. Issuer Name and Ticker or Trading Symbol
Great Western Bancorp, Inc. [GWB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O GREAT WESTERN BANCORP, INC., 100 NORTH PHILLIPS AVE

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2016

(Street)

SIOUX FALLS, SD 57104

4. If Amendment, Date 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

(City)

(State)

(Zip)

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, par value $0.01 per share	05/16/2016		J⁽¹⁾		650	A	$ 0	4,650	I	Henning Investments LLC

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units - 2015

⁽²⁾

⁽³⁾

Common Stock, par value $0.01 per share

1,949

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HENNING THOMAS EDWARD C/O GREAT WESTERN BANCORP, INC. 100 NORTH PHILLIPS AVE SIOUX FALLS, SD 57104	X

Signatures

Donald J. Straka, as attorney-in-fact for Thomas Edward Henning		05/17/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is being filed in connection with the May 16, 2016 effective date of the merger of HF Financial Corp. ("HFC") with and into Great Western Bancorp, Inc. ("GWB") pursuant to the Agreement and Plan of Merger dated as of November 30, 2015 between HFC and GWB ("Merger Agreement"). Subject to the election procedures in the Merger Agreement, at the effective time each outstanding share of HFC common stock was converted into the right to receive either 0.65 shares of GWB common stock or $19.50 per share. Reporting Person elected all stock consideration. On the trading day prior to the effective date of the Merger, each 0.65 share of GWB stock received in the Merger had a value of $20.26, based on the closing price of GWB common stock on the NYSE on such date of $31.17.
(2)	Each restricted stock unit represents a contingent right to receive one share of the common stock, par value $0.01 per share, of Great Western Bancorp, Inc.
(3)	The restricted stock units vest 100% on the grant date, December 4, 2015. The restricted stock units have no expiration date.

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