SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TALMER BANCORP, INC. [ TLMR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/30/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock(1) | 08/31/2016 | D | 687,007 | D | (1) | 124,350 | D | |||
| Class A Common Stock | 08/31/2016 | D | 124,350 | D | (2) | 0 | D | |||
| Class A Common Stock | 08/31/2016 | D | 118,379 | D | (3) | 0 | I | By spouse | ||
| Class A Common Stock | 08/31/2016 | D | 600(5) | D | (4) | 0 | I | By daughter | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Stock Option (rights to buy) | $3.5 | 08/30/2016 | D | 307,924 | (6) | 11/09/2019 | Class A Common Stock | 307,924 | (6) | 0 | D | ||||
| Stock Option (rights to buy) | $6 | 08/30/2016 | D | 169,057 | (7) | 06/22/2020 | Class A Common Stock | 169,057 | (7) | 380,943 | D | ||||
| Stock Option (rights to buy) | $6 | 08/31/2016 | D | 380,943 | (8) | 06/22/2020 | Class A Common Stock | 380,943 | (8) | 0 | D | ||||
| Stock Option (rights to buy) | $8.25 | 08/31/2016 | D | 750,000 | (9) | 01/02/2023 | Class A Common Stock | 750,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical Financial Corporation ("Chemical") in exchange for total cash consideration of approximately $1,106,081 and total stock consideration of 324,610 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock. |
| 2. In addition, the reporting person held 124,350 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 63,158 shares of restricted stock of Chemical. |
| 3. Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $190,590 and total stock consideration of 55,934 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock. |
| 4. Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $966 and total stock consideration of 283 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock. |
| 5. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 6. Represents options, which vested in equal installments on the first, second and third anniversaries of the grant date of November 9, 2009, that were disposed of pursuant to the issuer's tender offer for up to 25% of the issuer's outstanding stock options, pursuant to a Schedule TO filed by the issuer on July 19, 2016, at a price of $19.61 per option. |
| 7. Represents options, which vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010, that were disposed of pursuant to the issuer's tender offer for up to 25% of the issuer's outstanding stock options, pursuant to a Schedule TO filed by the issuer on July 19, 2016, at a price of $17.11 per option. |
| 8. These options, which vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010, were assumed by Chemical in the merger and replaced with an option to purchase 193,481 shares of Chemical common stock for $11.81 per share. |
| 9. These options, which were fully vested on the January 2, 2013 grant date, were assumed by Chemical in the merger and replaced with an option to purchase 380,925 shares of Chemical common stock for $16.24 per share. |
| /s/ David T. Provost By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal | 08/31/2016 | |
| ** 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 Number. | ||