XNAS:SUSQ Susquehanna Bancshares Inc Insider Activity 4 Filing - 2/17/2012

Effective Date 2/17/2012

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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 *
SAMUEL ANDREW S
  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)
Pres., Chief Revenue Officer
(Last)
(First)
(Middle)
SUSQUEHANNA BANCSHARES, INC., 26 N. CEDAR STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2012
(Street)

LITITZ, PA 17543
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 02/17/2012   A   75,992 A (1) 75,992 D  
Common Stock 02/17/2012   A   8,035.15 A (2) 8,035.15 I By ESOP

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $6.41 02/17/2012   A   32,787   02/17/2012 06/26/2017 Common Stock 32,787 (3) 32,787 D  
Employee Stock Option (Right to Buy) $8.93 02/17/2012   A   29,144   02/17/2012 07/17/2018 Common Stock 29,144 (4) 29,144 D  
Employee Stock Option (Right to Buy) $7.72 02/17/2012   A   38,512   02/17/2012 09/22/2019 Common Stock 38,512 (5) 38,512 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SAMUEL ANDREW S
SUSQUEHANNA BANCSHARES, INC.
26 N. CEDAR STREET
LITITZ, PA 17543
  X     Pres., Chief Revenue Officer  

Signatures

 /s/ Abram G. Koser, attorney-in-fact for Andrew S. Samuel   02/22/2012
** 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) Received in exchange for 21,902.49 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.
(2) Received in exchange for 2,315.87 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.
(3) Received in the merger in exchange for an employee stock option to acquire 9,450 shares of Tower Bancorp, Inc. common stock for $22.22 per share.
(4) Received in the merger in exchange for an employee stock option to acquire 8,400 shares of Tower Bancorp, Inc. common stock for $30.96 per share.
(5) Received in the merger in exchange for an employee stock option to acquire 11,100 shares of Tower Bancorp, Inc. common stock for $26.77 per share.

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XNAS:SUSQ Susquehanna Bancshares Inc Insider Activity 4 Filling

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XNAS:SUSQ Susquehanna Bancshares Inc Insider Activity 4 Filing - 2/17/2012
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