SEC Form 4 · accession 0000950103-17-005688
TIAA FSB Holdings, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Radford Lovett II
Director
Period of report
Jun 9, 2017
Accepted (ET)
Jun 12, 2017 · 7:35 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 | 15,563 | $19.50 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | Jun 9, 2017 | D | 594,532 | $19.50 | D | 0 | I | By W. Radford Lovett II GST Exempt Trust |
| Common Stock, par value $0.01 per shareF1,F3 | Jun 9, 2017 | D | 810,450 | $19.50 | D | 0 | I | By Lovett Miller Venture Fund III, Limited Partnership |
| Common Stock, par value $0.01 per shareF1 | Jun 9, 2017 | D | 32,096 | $19.50 | D | 0 | I | By Lovett Miller & Co. Incorporated Profit Sharing Plan, FBO William Radford Lovett II |
| Common Stock, par value $0.01 per shareF1 | Jun 9, 2017 | D | 22,475 | $19.50 | D | 0 | I | By a family member sharing the reporting person's household |
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 trustee of the W. Radford Lovett II GST Exempt Trust.
- F3The reporting person is a managing director of Lovett Miller Venture Partners III, LLC, the general partner of Lovett Miller Venture Fund III, Limited Partnership