SEC Form 4 · accession 0001209191-17-024245
TIAA FSB Holdings, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Clements
Officer — Chairman and CEO · Director
Period of report
Mar 29, 2017
Accepted (ET)
Apr 3, 2017 · 5:42 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 share | Mar 29, 2017 | M | 15,322 | $0.00 | A | 1,860,608 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | holding | — | — | — | 1,044,563 | I | By wife, Ann H. Clements | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 14,996 | I | As custodian on behalf of his three children |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance UnitsF4 | $0.00 | Mar 29, 2017 | M | 15,322 | D | Mar 29, 2017 | Mar 29, 2017 | Common Stock, par value $0.01 per share | 15,322 | 76,614 | D |
Explanation of responses
- F1Reflects the settlement of performance units granted on March 29, 2016. Each performance unit represents the right to receive one share of common stock.
- F2Includes 207,572 shares held by the reporting person's wife, Ann H. Clements, as trustee and 40,296 custodian on behalf of one of her children.
- F3The reporting person does not have any voting or dispositive power over and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4The performance units will be settled in shares of EVER common stock upon the achievement of certain performance goals. On March 29, 2018, 15323 performance units will vest and convert to shares of common stock if the second performance goal is achieved. On March 29, 2019, up to 76614 performance units may vest and convert to shares of common stock (less the shares that previously vested in 2018) if the third performance goal is achieved.