SEC FORM 4

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^*

Hoppe Mark A

(Last)

(First)

(Middle)

C\O TAYLOR CAPITAL GROUP, INC.

9550 WEST HIGGINS ROAD

(Street)

ROSEMONT

60018

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2011		J⁽¹⁾		55,119	A	$9.0711⁽¹⁾	223,227	D
Common Stock								9,381⁽²⁾	D
Common Stock								60,030⁽³⁾	D
Common Stock								16,625⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8.0% Non-cumulative convertible perpetual pref stk, Series C	$12.28⁽¹⁾	12/31/2011		J⁽¹⁾			20,000	⁽⁵⁾	⁽⁶⁾	Common Stock	40,717	⁽¹⁾	0	D

Explanation of Responses:

1. Each share of 8% Non-cumulative, convertible perpetual stock, Series C ("Preferred Stock") owned by the reporting person is convertible at a fixed conversion price of $12.28 per share into approximately 2.0358 shares of Common Stock, or, if elected by the issuer between December 27, 2011 and December 31, 2011, at a floating conversion price into a number of shares of Common Stock equal to the sum of: (i) the quotient obtained by dividing $25.00 by $12.28; plus (ii) the quotient obtained by dividing $7.00 by the closing price of the Common Stock on the trading day immediately preceding the conversion date. On December 31, 2011, the issuer converted the Preferred Stock at the floating conversion price such that each share of Preferred Stock converted into 2.7559 shares of Common Stock (reflecting a closing price on December 30, 2011 of $9.72 per share of Common Stock), resulting in an effective conversion price of $9.0711 per share.

2. Represents a grant of restricted stock, of which 50% vests on February 28, 2014, an additional 25% of which vests on February 28, 2015 and the final 25% of which vests on February 28, 2016. The restricted stock is subject to certain additional transfer restrictions as required under TARP.

3. Represents a grant of restricted stock which vests 25% on each of February 4, 2009, 2010, 2011 and 2012.

4. Represents a grant of restricted stock, of which 50% vests on June 10, 2013, an additional 25% of which vest on June 10, 2014 and the final 25% of which vests on June 10, 2015. The restricted stock is subject to certain additional transfer restrictions as required under TARP.

5. Each share of Preferred Stock was convertible at any time at the election of the reporting person, and, in certain circumstances, at the election of the issuer.

6. The Preferred Stock had no expiration date.

	/s/ Mark A. Hoppe	01/04/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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