SEC Form 4 · accession 0000905729-16-000664
TALMER BANCORP, INC. · TLMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas C Shafer
Officer — Chief Operating Officer
Period of report
Aug 30, 2016
Accepted (ET)
Aug 31, 2016 · 5:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001360683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 31, 2016 | D | 129,597 | — | D | 71,000 | D | |
| Class A Common StockF2 | Aug 31, 2016 | D | 71,000 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (rights to buy)F3 | $6.00 | Aug 30, 2016 | D | 112,500 | D | — | Jun 22, 2020 | Class A Common Stock | 112,500 | 0 | D |
| Stock Option (rights to buy)F4 | $8.25 | Aug 31, 2016 | D | 150,000 | D | — | Jan 2, 2023 | Class A Common Stock | 150,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical Financial Corporation ("Chemical") in exchange for total cash consideration of approximately $208,651 and total stock consideration of 61,234 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock.
- F2In addition, the reporting person held 71,000 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 36,061 shares of restricted stock of Chemical.
- F3Represents options, which vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010, that were disposed of pursuant to the issuer's tender offer for up to 25% of the issuer's outstanding stock options, pursuant to a Schedule TO filed by the issuer on July 19, 2016, at a price of $17.11 per option.
- F4These options, which were fully vested on the January 2, 2013 grant date, were assumed by Chemical in the merger and replaced with an option to purchase 76,185 shares of Chemical common stock for $16.24 per share.