POOLE ROBERT E JR 4

4 · SUSQUEHANNA BANCSHARES INC · Filed Feb 22, 2012

Form 4

Period: 2012-02-17

Director

Transactions

Award
Director Stock Option (right to buy)
2012-02-17+6,939→ 6,939 total
Exercise: $5.71From: 2012-02-17Exp: 2019-11-24→ Common Stock (6,939 underlying)
Award
Common Stock
2012-02-17+163,128→ 163,128 total
Award
Director Stock Option (right to buy)
2012-02-17+4,371→ 4,371 total
Exercise: $8.93From: 2012-02-17Exp: 2018-07-17→ Common Stock (4,371 underlying)

Footnotes (3)

[F1]Received in exchange for 47,016.38 shares of Tower Bancorp, Inc. ("Tower") in connection with the merger of Tower with and into Susquehanna Bancshares, Inc. ("Susquehanna"). This consideration received is based on the proration of cash and stock as determined by the procedures under the merger agreement, which resulted in each Tower shareholder receiving 3.4696 shares of Susquehanna stock per share of Tower stock, for approximately 82.4% of the Tower shares held by such shareholder at the effective time of the merger. If necessary, an amended Form 4 will be filed after the final proration is complete.
[F2]Received in the merger in exchange for a director stock option to acquire 1,260 shares of Tower Bancorp, Inc. common stock for $30.96 per share.
[F3]Received in the merger in exchange for a director stock option to acquire 2,000 shares of Tower Bancorp, Inc. common stock for $19.80 per share.

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