SEC Form 4 · accession 0001209191-15-015913
TALMER BANCORP, INC. · TLMR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Wilbur L Ross Jr.
10% Owner
Invesco Private Capital, Inc.
10% Owner
WL ROSS & CO LLC
10% Owner
WLR Recovery Fund IV LP
10% Owner
WLR IV PARALLEL ESC LP
10% Owner
INVESCO WLR IV Associates LLC
10% Owner
WLR Recovery Associates IV LLC
10% Owner
WL Ross Group, L.P.
10% Owner
El Vedado, LLC
10% Owner
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 1:50 pm EST
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, par value $1.00 per shareF1,F2,F3,F4 | holding | — | — | — | 9,664,579 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase shares of Class A Common StockF1,F2,F3,F4,F5 | $6.00 | Feb 17, 2015 | S | 1,623,162 | D | Apr 30, 2010 | Apr 30, 2020 | Class A Common Stock, par value $1.00 per share | 1,623,162 | 0 | I |
| Warrants to purchase shares of Class A Common StockF1,F2,F3,F4,F5 | $8.00 | Feb 17, 2015 | S | 109,122 | D | Feb 21, 2012 | Feb 21, 2022 | Class A Common Stock, par value $1.00 per share | 109,122 | 0 | I |
| Warrants to purchase shares of Class A Common StockF1,F2,F3,F4,F5 | $8.00 | Feb 17, 2015 | S | 797,132 | D | Dec 27, 2012 | Dec 27, 2022 | Class A Common Stock, par value $1.00 per share | 797,132 | 0 | I |
Explanation of responses
- F1Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
- F2WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer. Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by Fund IV.
- F3(FN 2 con'td) WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund.
- F4(FN 3 cont'd) INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by the Parallel Fund.
- F5Reflects the sale of warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022) by WLR Recovery Fund IV, L.P., and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022) by WLR IV Parallel ESC, L.P., in each case, to the issuer on February 17, 2015.
Remarks
Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.