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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROSS WILBUR L JR (Last) (First) (Middle) 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/21/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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
Class A Common Stock, par value $1.00 per share	02/21/2014		S(1)		759,443	D	$13	9,664,579(1)(2)(3)(4)(5)	I	See Footnotes(1)(2)(3)(4)(5)

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

1. Name and Address of Reporting Person* ROSS WILBUR L JR (Last) (First) (Middle) 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* El Vedado, LLC (Last) (First) (Middle) 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Invesco Private Capital, Inc. (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INVESCO WLR IV Associates LLC (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WL ROSS & CO LLC (Last) (First) (Middle) 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WL Ross Group, L.P. (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR IV PARALLEL ESC LP (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR Recovery Associates IV LLC (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WLR Recovery Fund IV LP (Last) (First) (Middle) C/O WL ROSS & CO. LLC 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects the sale of Class A Common Stock of the issuer consisting of 756,405 shares sold by WLR Recovery Fund IV, L.P. and 3,038 shares sold by WLR IV Parallel ESC, L.P. on February 21, 2014 pursuant to the underwriters' full exercise of their option to purchase additional shares of Class A Common Stock in connection with the initial public offering of the issuer.

2. Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

3. WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by Fund IV.

4. (FN 3 con'td) WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund.

5. (FN 4 cont'd) INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by the Parallel Fund.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

	/s/ Wilbur L. Ross, Jr.	02/21/2014
	** Signature of Reporting Person	Date
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