SEC Form 4 · accession 0000905729-16-000669
TALMER BANCORP, INC. · TLMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bradley S. Adams
Officer — Exec. Managing Dir - Corp Dev
Period of report
Aug 30, 2016
Accepted (ET)
Aug 31, 2016 · 5:15 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 | S | 64,546 | $23.4123 | D | 28,500 | D | |
| Class A Common StockF2 | Aug 31, 2016 | D | 28,500 | — | 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 | 50,000 | D | — | Nov 30, 2020 | Class A Common Stock | 50,000 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.39 to $23.54, inclusive on August 31, 2016. The reporting person undertakes to provide to Talmer Bancorp, Inc., any security holder of Talmer Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4.
- F2Represents shares of unvested restricted stock of the issuer that were assumed by Chemical Financial Corporation ("Chemical") pursuant to an agreement and plan of merger between the issuer and Chemical, and replaced with 14,475 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 November 30, 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.