SEC Form 4 · accession 0000950103-17-005691
TIAA FSB Holdings, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R. Hubbard
Officer — EVP and General Counsel
Period of report
Jun 9, 2017
Accepted (ET)
Jun 12, 2017 · 7:39 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 | 2,652 | $19.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Common Stock UnitF3,F2 | $0.00 | Jun 9, 2017 | D | 5,304 | D | — | — | Common Stock, par value $0.01 per share | 5,304 | 0 | D |
| Restricted Common Stock UnitF5,F4 | $0.00 | Jun 9, 2017 | D | 5,745 | D | — | — | Common Stock, par value $0.01 per share | 5,745 | 0 | D |
| Restricted Common Stock UnitF5,F6 | $0.00 | Jun 9, 2017 | D | 7,956 | D | — | — | Common Stock, par value $0.01 per share | 7,956 | 0 | D |
| Employee Stock Option (right to buy)F8,F7 | $20.44 | Jun 9, 2017 | D | 17,605 | D | — | Aug 10, 2025 | Common Stock, par value $0.01 per share | 17,605 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2016 (the "Merger Agreement"), 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 ("TCT Holdings"), and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time ("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 (the "Company Common Stock") owned by the reporting person was converted into the right to receive $19.50 in cash without interest (the "Merger Consideration").
- F25,894 restricted common stock units of the Company that are subject to performance-based vesting conditions (each, a "Company PBRSU"), which would have vested on March 29, 2018 and March 29, 2019, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F3Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PBRSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit based on target performance, multiplied by (y) the Merger Consideration.
- F45,745 units of the Company's restricted common stock unit subject only to service-based vesting conditions (each, a "Company RSU"), which would have vested on August 10, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F5Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, multiplied by (y) the Merger Consideration.
- F67,956 Company RSUs, which would have vested on March 29, 2019, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F717,605 employee stock option granted by the Company to purchase shares of Company Common Stock under the Company's stock plans (each, a "Company Stock Option"), which would have vested on March 9, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.
- F8Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company Stock Option became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such option.