TCF Financial Form 4 TCF FINANCIAL / CRAIG R DAHL ownership change

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^*

DAHL CRAIG R

(Last) (First) (Middle)

333 W FORT STREET

SUITE 1800

(Street)

DETROIT MI 48226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TCF FINANCIAL CORP [ TCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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
Common Stock	08/01/2019		A		256,158	A	(1)(8)	256,158	D
Common Stock	08/01/2019		A		78,326	A	(2)(8)	78,326	D
Common Stock	08/01/2019		A		13,504.742(3)	A	(4)(8)	13,504.742	I	By KSOP as of 06/30/2019
Common Stock	08/01/2019		A		55,365.93(3)	A	(5)(8)	55,365.93	I	By SERP Trust as of 06/30/2019(6)
Common Stock	08/01/2019		A		57,161.25(3)	A	(7)(8)	57,161.25	I	Deferred Stock Comp. Plan(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

1. Reflects common shares and unvested restricted common shares of TCF Financial Corporation, a Michigan corporation ("new TCF", formerly known as Chemical Financial Corporation), received in exchange for 385,044 common shares and 119,104 unvested restricted common shares of TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), at the effective time of the merger of Legacy TCF into new TCF (the "Merger"), pursuant to the agreement and plan of merger (the "Merger Agreement") between Legacy TCF and new TCF. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.

2. Reflects service-based restricted stock units of new TCF received in exchange for 154,155 service-based restricted stock units of Legacy TCF, at the effective time of the Merger, pursuant to the Merger Agreement. Service-based restricted stock units of new TCF 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. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF rounded, as applicable, to the nearest whole share.

3. 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.

4. Received in exchange for 26,578.906 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.

5. Received in exchange for 108,966.602 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.

6. The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.

7. Received in exchange for 112,500 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.

8. The closing price per common share of Legacy TCF on the day immediately preceding the effective date of the Merger (the last closing price available) was $21.38 per share, and the closing price per common share of new TCF on the effective date of the Merger was $41.18 per share.

Remarks:

	Craig R. Dahl by POA Kirk D. Johnson	08/05/2019
	** 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).
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