Statement of Changes in Beneficial Ownership (4)
05 August 2019 - 12:44PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Jones Michael Scott
|
2. Issuer Name
and
Ticker or Trading Symbol
TCF FINANCIAL CORP
[
TCF
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP
|
(Last)
(First)
(Middle)
200 LAKE STREET EAST
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2019
|
(Street)
WAYZATA, MN 55391-1693
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
8/1/2019
|
|
A
|
|
67206
(1)
|
A
|
$0
|
67206
|
D
|
|
Common Stock
|
8/1/2019
|
|
D
|
|
50930
|
D
|
(2)
|
0
|
D
|
|
Common Stock
|
8/1/2019
|
|
D
|
|
67206
|
D
|
(3)
|
0
|
D
|
|
Common Stock
|
8/1/2019
|
|
D
|
|
22368.891
(4)
|
D
|
(5)
|
0
|
I
|
By KSOP as of 06/30/2019
|
Common Stock
|
8/1/2019
|
|
D
|
|
24776.166
(4)
|
D
|
(6)
|
0
|
I
|
By SERP Trust as of 06/30/2019
(7)
|
Common Stock
|
8/1/2019
|
|
D
|
|
25996.9739
(4)
|
D
|
(8)
|
0
|
I
|
Deferred Stock Comp. Plan
(7)
|
Common Stock
|
8/1/2019
|
|
D
|
|
77903
(4)
|
D
|
(9)
|
0
|
I
|
Revocable Trust
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Explanation of Responses:
|
(1)
|
Reflects the conversion of restricted stock performance units into service-based restricted stock units, as contemplated by the agreement and plan of merger (the "Merger Agreement") between the issuer and Chemical Financial Corporation, now known as TCF Financial Corporation, a Michigan corporation ("new TCF"). The units are convertible into shares of the issuer's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions.
|
(2)
|
Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 25,877 shares of new TCF common stock having a market value of $41.18 per share at the effective time of the merger, which represents an exchange ratio of 0.5081 new TCF shares per share of the issuer's common stock.
|
(3)
|
In addition, the reporting person held 67,206 service-based restricted stock units of the issuer, convertible into shares of the issuer's common stock on a one-for-one basis, that were assumed by new TCF in the merger and replaced with 34,147 shares of service-based restricted stock units of new TCF that are convertible into shares of new TCF's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions.
|
(4)
|
The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.
|
(5)
|
Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 11,365.634 shares of new TCF common stock having a market value of $41.18 per share at the effective time of the merger, which represents an exchange ratio of 0.5081 new TCF shares per share of the issuer's common stock.
|
(6)
|
Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 12,588.77 shares of new TCF common stock having a market value of $41.18 per share at the effective time of the merger, which represents an exchange ratio of 0.5081 new TCF shares per share of the issuer's common stock.
|
(7)
|
The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.
|
(8)
|
Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 13,209 shares of new TCF common stock having a market value of $41.18 per share at the effective time of the merger, which represents an exchange ratio of 0.5081 new TCF shares per share of the issuer's common stock.
|
(9)
|
Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 39,583 shares of new TCF common stock having a market value of $41.18 per share at the effective time of the merger, which represents an exchange ratio of 0.5081 new TCF shares per share of the issuer's common stock.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Jones Michael Scott
200 LAKE STREET EAST
WAYZATA, MN 55391-1693
|
|
|
EVP
|
|
Signatures
|
Michael S. Jones by POA Kirk D. Johnson
|
|
8/2/2019
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
TCF Financial (NYSE:TCF)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
TCF Financial (NYSE:TCF)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
Echtzeit-Nachrichten über TCF Financial Corporation (New York Börse): 0 Nachrichtenartikel
Weitere Tcf Financial Corp News-Artikel