SEC Form 4 · accession 0000905729-16-000681

TALMER BANCORP, INC. · TLMR

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

Reporting owner

Officer — Chief Accounting Officer

Period of report

Aug 30, 2016

Accepted (ET)

Aug 31, 2016 · 5:19 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	32,345	—	D	30,500	D
Class A Common Stock^F2	Aug 31, 2016	D	30,500	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (rights to buy)^F3	$7.25	Aug 30, 2016	D	27,500	D	—	Dec 13, 2021	Class A Common Stock	27,500	0	D

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 $52,075 and total stock consideration of 15,283 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 30,500 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 15,491 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 December 13, 2011, 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 $15.86 per option.