SEC Form 4 · accession 0000950103-17-005689

TIAA FSB Holdings, Inc. · EVER

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

Table I — non-derivative securities

Table II — derivative securities

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 (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 (the "Merger"), 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.
• F2Pursuant to the Merger Agreement, at the Effective Time, each outstanding Series A 6.75% Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the "Company Preferred Stock"), owned by the reporting person was converted into the right to receive $25,000 plus accrued and unpaid dividends on a share of Company Preferred Stock since the last dividend payment date for the Company Preferred Stock to but excluding the closing date of the Merger less any dividends declared but unpaid, if any, through the Effective Time, in cash without interest (the "Preferred Stock Consideration"). The reporting person, as a holder of Company depositary shares, was entitled to receive 1/1000th of the Preferred Stock Consideration for each Company depositary share the reporting person holds immediately prior to the Merger.