SEC Form 4 · accession 0000950103-17-005685
TIAA FSB Holdings, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell B Newton III
Director
Period of report
Jun 9, 2017
Accepted (ET)
Jun 12, 2017 · 7:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001502749
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Jun 9, 2017 | D | 11,948 | $19.50 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Jun 9, 2017 | D | 2,794,235 | $19.50 | D | 0 | I | By the 1995 Newton Family Limited Partnership, LLP |
| Common Stock, par value $0.01 per shareF1,F3 | Jun 9, 2017 | D | 186,155 | $19.50 | D | 0 | I | By DV Properties, Inc. |
| Common Stock, par value $0.01 per shareF1,F4 | Jun 9, 2017 | D | 641,928 | $19.50 | D | 0 | I | By Timucuan Fund, L.P. |
| Common Stock, par value $0.01 per shareF1,F5 | Jun 9, 2017 | D | 387,430 | $19.50 | D | 0 | I | By R2 Partners |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2016, by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company ("TIAA"), TIAA FSB Holdings, Inc. (formerly known as EverBank Financial Corp), a Delaware corporation (the "Company"), TCT Holdings, Inc., a Delaware corporation and wholly owned subsidiary of TIAA, and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of TIAA, each share of the Company's common stock, par value $0.01 per share, owned by the reporting person was converted into the right to receive $19.50 in cash without interest.
- F2The reporting person is the sole manager of Newton O5, LLC, the general partner of the 1995 Newton Family Limited Partnership, LLP.
- F3The reporting person is Director and President of DV Properties, Inc.
- F4The reporting person is the controlling partner of Timucuan Fund Management, L.P., the general partner of Timucuan Fund, L.P.
- F5The reporting person is one of two general partners of R2 Partners and owns 50% of the partnership units of R2 Partners.