Statement of Changes in Beneficial Ownership (4)
2019年8月6日 - 6:42AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Bell Peter
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2. Issuer Name
and
Ticker or Trading Symbol
TCF FINANCIAL CORP
[
TCF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
333 W FORT STREET, SUITE 1800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2019
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(Street)
DETROIT, MI 48226
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/1/2019
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A
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3607
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A
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(1)
(8)
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3607
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D
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Common Stock
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8/1/2019
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A
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5914.554
(2)
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A
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(3)
(8)
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5914.554
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I
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Deferred Compensation Plan
(4)
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Common Stock
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8/1/2019
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A
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3586
(2)
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A
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(5)
(8)
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3586
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I
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IRA
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Common Stock
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8/1/2019
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A
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4214
(2)
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A
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(6)
(8)
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4214
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I
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Trust
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Common Stock
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8/1/2019
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A
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16181
(2)
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A
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(7)
(8)
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16181
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I
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Spousal Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Reflects common shares of TCF Financial Corporation, a Michigan corporation ("new TCF", formerly known as Chemical Financial Corporation), received in exchange for 7,099 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.
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(2)
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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.
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(3)
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Received in exchange for 11,640.5313 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 of new TCF common shares per common share of Legacy TCF.
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(4)
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The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.
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(5)
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Received in exchange for 7,058 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 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
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(6)
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Received in exchange for 8,295 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 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
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(7)
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Received in exchange for 31,846 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 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
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(8)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bell Peter
333 W FORT STREET
SUITE 1800
DETROIT, MI 48226
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X
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Signatures
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Peter Bell by POA Kirk D. Johnson
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8/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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