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TLMR Talmer Bancorp, Inc.

23.26
0.00 (0.00%)
22 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Talmer Bancorp, Inc. NASDAQ:TLMR NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 23.26 23.50 23.99 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

31/08/2016 10:14pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Provost David T
2. Issuer Name and Ticker or Trading Symbol

TALMER BANCORP, INC. [ TLMR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

2301 WEST BIG BEAVER RD, SUITE 525
3. Date of Earliest Transaction (MM/DD/YYYY)

8/30/2016
(Street)

TROY, MI 48084
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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) 8/31/2016     D    687007   D   (1) 124350   D    
Class A Common Stock   8/31/2016     D    124350   D   (2) 0   D    
Class A Common Stock   8/31/2016     D    118379   D   (3) 0   I   By spouse  
Class A Common Stock   8/31/2016     D    600   (5) D   (4) 0   I   By daughter  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $3.50   8/30/2016     D         307924      (6) 11/9/2019   Class A Common Stock   307924     (6) 0   D    
Stock Option (rights to buy)   $6.00   8/30/2016     D         169057      (7) 6/22/2020   Class A Common Stock   169057     (7) 380943   D    
Stock Option (rights to buy)   $6.00   8/31/2016     D         380943      (8) 6/22/2020   Class A Common Stock   380943     (8) 0   D    
Stock Option (rights to buy)   $8.25   8/31/2016     D         750000      (9) 1/2/2023   Class A Common Stock   750000     (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Provost David T
2301 WEST BIG BEAVER RD
SUITE 525
TROY, MI 48084
X
President and CEO

Signatures
/s/ David T. Provost By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal 8/31/2016
** 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 control number.

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