SEC Form 4 · accession 0000905729-16-000665
TALMER BANCORP, INC. · TLMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald A Klein
Director
Period of report
Aug 31, 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 | 23,800 | — | D | 0 | D | |
| Class A Common StockF2 | Aug 31, 2016 | D | 79,286 | — | D | 0 | I | Ronald A. Klein Revocable Living Trust UAD 2.26.1997 |
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 | $8.25 | Aug 31, 2016 | D | 15,000 | D | — | Jan 2, 2023 | Class A Common Stock | 15,000 | 0 | D |
| Stock Option (rights to buy)F4 | $6.00 | Aug 31, 2016 | D | 25,000 | D | — | Jun 22, 2020 | Class A Common Stock | 25,000 | 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 $38,318 and total stock consideration of 11,245 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.
- F2Disposed 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 $127,650 and total stock consideration of 37,462 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.
- F3These 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 7,619 shares of Chemical common stock for $16.24 per share.
- F4These options, which were exercisable in three equal annual installments on June 22, 2011, June 22, 2012 and June 22, 2013, were assumed by Chemical in the merger and replaced with an option to purchase 12,698 shares of Chemical common stock for $11.81 per share.