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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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*
Steans Jennifer W

(Last) (First) (Middle)
C/O FINANCIAL INVESTMENTS CORPORATION
50 EAST WASHINGTON STREET SUITE 400

(Street)
CHICAGO IL 60602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TAYLOR CAPITAL GROUP INC [ TAYC ]
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)
07/08/2013
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 07/08/2013 C 2,137 A (1) 363,888 D
Common Stock 07/08/2013 C 760 A (1) 26,794 I See Footnote(2)
Common Stock 07/08/2013 C 714 A (1) 89,792 I See Footnote(3)
Common Stock 07/08/2013 C 144 A (1) 43,786 I See Footnote(4)
Common Stock 07/08/2013 C 3,802 A (1) 267,618 I See Footnote(5)
Common Stock 393,897 I See Footnote(6)
Common Stock 188,000 I See Footnote(7)
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
Stock Purchase Warrant (right to buy Common Stock) (1) 07/08/2013 C 7,100 11/24/2010 05/28/2015 Common Stock 7,100 $0 0 D
Stock Purchase Warrant (right to buy Common Stock) (1) 07/08/2013 C 2,527 11/24/2010 05/28/2015 Common Stock 2,527 $0 0 I See Footnote(2)
Stock Purchase Warrant (right to buy Common Stock) (1) 07/08/2013 C 2,375 11/24/2010 05/28/2015 Common Stock 2,375 $0 0 I See Footnote(3)
Stock Purchase Warrant (right to buy Common Stock) (1) 07/08/2013 C 480 11/24/2010 05/28/2015 Common Stock 480 $0 0 I See Footnote(4)
Stock Purchase Warrant (right to buy Common Stock) (1) 07/08/2013 C 12,634 11/24/2010 05/28/2015 Common Stock 12,634 $0 0 I See Footnote(5)
Explanation of Responses:
1. This Report relates to shares of Issuer common stock received by the Reporting Person upon a mandatory conversion of a warrant (the "Warrant") to purchase shares of Issuer common stock at a price of $12.15 per share. Pursuant to the exising terms of the Warrant, the Issuer exercised its option to convert the Warrant, on a cashless basis, for the net number of shares of common stock reported as acquired in Table 1, based upon a market value (as determined in accordance with the Warrant) of $17.38 per share at the time of conversion. As a result of such cashless conversion of the Warrant, the Reporting Person's rights under the Warrant were limited solely to the right to receive upon surrender of the Warrant certificate, the net number of shares reported as acquired in Table 1 hereof, and the Reporting Person's exercise rights to acquire any additional shares under the Warrant were extinguished.
2. By the Reporting Person as custodian for Nicholas J. Kastenholz, the minor child of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
3. By James Kastenholz (the spouse of the Reporting Person). The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
4. By James Kastenholz (the spouse of the Reporting Person) as trustee of the Jennifer Steans 1999 Descendants Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
5. By the Steans 1996 Family Trust, over which the Reporting Person is one of three co-trustees. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
6. By PCB Limited Partnership of which the Reporting Person is one of three general partners. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
7. By Trilogy Investment Group, LLC, of which the Reporting Person is one of three managing members. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose.
Remarks:
/s/ Brian Black, Attorney in Fact 07/10/2013
** 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.
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