TCF Financial Form 4 TCF FINANCIAL / Michael Scott Jones 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^*

Jones Michael Scott

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP

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		67,206(1)	A	$0	67,206	D
Common Stock	08/01/2019		D		50,930	D	(2)	0	D
Common Stock	08/01/2019		D		67,206	D	(3)	0	D
Common Stock	08/01/2019		D		22,368.891(4)	D	(5)	0	I	By KSOP as of 06/30/2019
Common Stock	08/01/2019		D		24,776.166(4)	D	(6)	0	I	By SERP Trust as of 06/30/2019(7)
Common Stock	08/01/2019		D		25,996.9739(4)	D	(8)	0	I	Deferred Stock Comp. Plan(7)
Common Stock	08/01/2019		D		77,903(4)	D	(9)	0	I	Revocable Trust

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 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.

Remarks:

	Michael S. Jones by POA Kirk D. Johnson	08/02/2019
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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