Exhibit 4.1

  

  

    	
            Number 1

          	
            11,500 Shares

          
	
            7.00% FIXED-RATE RESET

          	
            7.00% FIXED-RATE RESET

          
	
            NON-CUMULATIVE PERPETUAL

          	
            NON-CUMULATIVE PERPETUAL

          
	
            PREFERRED STOCK, SERIES E

          	
            PREFERRED STOCK, SERIES E

          
	 	 
	
            Heartland Financial USA, Inc.

          	
            SEE REVERSE FOR

          
	
            A CORPORATION FORMED

          	
            IMPORTANT NOTICE ON

          
	
            UNDER THE LAWS OF THE

          	
            TRANSFER RESTRICTIONS

          
	
            STATE OF DELAWARE

          	
            AND OTHER INFORMATION

          


    

    

    	 	
            CUSIP

            

          	 	 
	 	 	 	 
	 	
            ISIN 

            

          	 	 


    

    

    	
            This Certifies that

          	
            BROADRIDGE CORPORATE ISSUER

             SOLUTIONS, INC.

          
	 	 
	
            is the record holder of

          	
            Eleven Thousand Five Hundred

            

          


     

    FULLY PAID AND NON-ASSESSABLE SHARES 7.00% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E, $1.00 PAR VALUE PER SHARE, OF

     

    Heartland Financial USA, Inc.

     

    (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate
      and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the “Charter”), the Certificate of Designation dated June 25, 2020 (the “Certificate of Designation”) and the Bylaws of
      the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

     

    

    	
            Dated: June 26, 2020

          	 	 
	 	 	 
	
            SECRETARY

          	 	
            EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

          
	 	 	 
	
            COUNTERSIGNED AND REGISTERED:

          	 	 
	
            BROADRIDGE CORPORATE ISSUER

            SOLUTIONS, INC.

          	 	 
	
            Edgewood, NY

          	 	 


     

    

    	
            By:

          	  	 
	 	
            AUTHORIZED SIGNATURE

          	

          


     

    

    [SEAL]

     

    

    
      
        


    

    
       IMPORTANT NOTICE

        

      

      THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE
        CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE
        CORPORATION, AS AMENDED, THE CERTIFICATE OF DESIGNATION AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE CORPORATION AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE
        OF THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE CORPORATION A BOND TO INDEMNIFY IT AND ITS TRANSFER
        AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE.

       

      KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

       

      The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

       

      

      	 	 	
              UNIF GIFT MIN ACT

            	 	Custodian	
               

              

            
	
              TEN COM -

            	
              as tenants in common

            	 	
              (Custodian)

            	 	
              (Minor)

            


      	
              TEN ENT -

            	
              as tenants by the entireties

            	
              under Uniform Gifts to Minors Act of

            
	
              JT TEN -

            	
              as joint tenants with right of

            	 	 
	 	
              survivorship and not as

            	
              

              

            	(State)
	 	
              tenants in common

            	 
	 	
              Custodian

            	 


       

      Additional abbreviations may also be used though not in the above list.

       

      

      
        2

        
          


      

      FOR VALUE RECEIVED, _________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO

       

      

      
        	
                 

              	
                 

              
	
                (NAME & ADDRESS, INCLUDING ZIP CODE & SS# OR OTHER IDENTIFYING # OF ASSIGNEE)

              	
                 

              
	
                 

              	
                 

              


      

       

      _____________(_______________) shares of preferred stock of the Corporation represented by this Certificate and does hereby irrevocably constitute and appoint ________________________ attorney to transfer the said
        shares on the books of the Corporation, with full power of substitution in the premises.

      

      

      
        	Dated:	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	

              	

              
	
                 

              	
                 

              	
                 

              	
                NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatsoever.

              


      

       

      

       

      

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