| 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 TCF FINANCIAL CORP [ TCF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | ||||||
| Common Stock | 08/01/2019 | A | 48,220(1) | A | $0 | 48,220 | D | |||
| Common Stock | 08/01/2019 | D | 113,571 | D | (2) | 0 | D | |||
| Common Stock | 08/01/2019 | D | 48,220 | D | (3) | 0 | D | |||
| Common Stock | 08/01/2019 | D | 10,158.982(4) | D | (5) | 0 | I | By KSOP as of 06/30/2019 | ||
| Common Stock | 08/01/2019 | D | 15,634.322(4) | D | (6) | 0 | I | By SERP Trust as of 06/30/2019(7) | ||
| 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 | ||||||||
| 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 57,705 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 48,220 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 24,501 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 5,161.779 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 7,943.799 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. |
| Remarks: |
| Brian W. Maass 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). | ||
| 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. | ||
