TCF Financial Form 4 TCF FINANCIAL / BARRY N WINSLOW 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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X

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^*

WINSLOW BARRY N

(Last) (First) (Middle)

200 LAKE STREET EAST

(Street)

WAYZATA MN 55391-1693

(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
	Officer (give title below)	Other (specify below)

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		D		5,085	D	(1)	0	D
Common Stock	08/01/2019		D		203,316(2)	D	(3)	0	I	Irrevocable Trust
Preferred Stock Series C (TCFPRD)	08/01/2019		D		12,000	D	(4)	0	D

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. Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 2,584 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.

2. 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.

3. Disposed of pursuant to the Merger Agreement in exchange for total stock consideration of 103,305 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.

4. Disposed of pursuant to the Merger Agreement in exchange for 12,000 depositary shares each representing 1/1000th interest in a share of new TCF 5.70% Series C Non-Cumulative Perpetual Preferred Stock having a market value of $26.05 per share at the effective time of the merger, which represents an exchange ratio of 1.0 new TCF shares per share of the issuer's Series C Preferred Stock.

Remarks:

	Barry N. Winslow by POA Kirk D. Johnson	08/02/2019
	** 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).
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