SEC Form 4 · accession 0000726854-19-000040
CITY HOLDING CO · CHCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles R Hageboeck
Officer — President & CEO · Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 1, 2019 · 11:38 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000726854
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 28, 2019 | S | 1,593 | $79.50 | D | 57,121 | D | |
| Common StockF1 | holding | — | — | — | 0 | I | by son, Charles J. Hageboeck | |
| Common Stock | holding | — | — | — | 100 | I | by son, Robert B. Hageboeck | |
| Common Stock | holding | — | — | — | 100 | I | by daughter, Katherine E. Hageboeck | |
| Common Stock | holding | — | — | — | 100 | I | by daughter, Emily F. Hageboeck | |
| Common Stock | holding | — | — | — | 5,650 | I | by spouse, Samantha D. Hageboeck | |
| Common StockF2 | holding | — | — | — | 1,783 | I | by 401(k) Plan and Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,864 | 1,864 | D |
| Restricted Stock UnitF3,F5 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,749 | 1,749 | D |
| Stock Option to BuyF6 | $44.43 | holding | — | — | — | Mar 26, 2019 | Mar 25, 2024 | Common Stock | 2,010 | 2,010 | D |
| Stock Option to BuyF7,F6 | $46.61 | holding | — | — | — | — | Feb 25, 2025 | Common Stock | 3,958 | 3,958 | D |
| Stock Option to BuyF8,F6 | $43.73 | holding | — | — | — | — | Feb 23, 2026 | Common Stock | 10,980 | 10,980 | D |
| Stock Option to BuyF9,F6 | $66.32 | holding | — | — | — | — | Feb 21, 2027 | Common Stock | 7,572 | 7,572 | D |
Explanation of responses
- F1The reporting person no longer has a reportable beneficial interest in 100 shares of CHCO common stock owned by his son, Charles J. Hageboeck, and included in the reporting person's prior ownership reports.
- F2Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2018 plan valuation date.
- F3Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
- F4One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022.
- F5One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021.
- F6Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.
- F7Options shares will vest as follows: 1,978 shares on 2/26/2019 and 1,980 shares on 2/26/2020.
- F8Options shares will vest as follows: 3,660 shares on each of 2/24/2019; 2/24/2020; and 2/24/2021.
- F9Options shares will vest as follows: 2,524 shares on each of 2/22/2020; 2/22/2021; and 2/22/2022.