SEC Form 4 · accession 0000905729-16-000668

TALMER BANCORP, INC. · TLMR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gary Torgow

Officer — Chairman · Director

Period of report

Aug 30, 2016

Accepted (ET)

Aug 31, 2016 · 5:14 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 Stock^F1	Aug 31, 2016	D	643,536	—	D	124,350	D
Class A Common Stock^F2	Aug 31, 2016	D	124,350	—	D	0	D
Class A Common Stock^F3	Aug 31, 2016	D	105,500	—	D	0	I	By spouse
Class A Common Stock^F4	Aug 31, 2016	D	2,050	—	D	0	I	By son

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)^F5	$3.50	Aug 30, 2016	D	45,000	D	—	Nov 9, 2019	Class A Common Stock	45,000	0	D
Stock Option (rights to buy)^F6	$6.00	Aug 30, 2016	D	366,250	D	—	Jun 22, 2020	Class A Common Stock	336,250	298,750	D
Stock Option (rights to buy)^F7	$6.00	Aug 31, 2016	D	298,750	D	—	Jun 22, 2020	Class A Common Stock	298,750	0	D
Stock Option (rights to buy)^F8	$8.25	Aug 31, 2016	D	750,000	D	—	Jan 2, 2023	Class A Common Stock	750,000	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 $1,036,093 and total stock consideration of 304,070 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 124,350 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 63,158 shares of restricted stock of Chemical.
F3Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $169,855 and total stock consideration of 49,848 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.
F4Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $3,301 and total stock consideration of 968 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.
F5Represents options, which vested in equal installments on the first, second and third anniversaries of the grant date of November 9, 2009, 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 $19.61 per option.
F6Represents 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.
F7These options, which vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010, were assumed by Chemical in the merger and replaced with an option to purchase 151,735 shares of Chemical common stock for $11.81 per share.
F8These 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 380,925 shares of Chemical common stock for $16.24 per share.