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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TALMER BANCORP, INC. [ TLMR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/31/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/31/2016 | D | 178,961 | D | (1) | 17,000 | D | |||
Class A Common Stock | 08/31/2016 | D | 17,000 | D | (2) | 0 | D | |||
Class A Common Stock | 08/31/2016 | D | 6,000 | D | (3) | 0 | I | By Brandon S. Collins Trust dtd 5/27/2010 | ||
Class A Common Stock | 08/31/2016 | D | 5,000 | D | (4) | 0 | I | By James Alexander Collins Trust dtd 5/27/2010 | ||
Class A Common Stock | 08/31/2016 | D | 7,912 | D | (5) | 0 | I | By LaVerne B. Collins Trust dtd 11/8/2002 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
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 $288,127 and total stock consideration of 84,559 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 17,000 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 8,634 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 $9,660 and total stock consideration of 2,835 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 $8,050 and total stock consideration of 2,362 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. Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $12,738 and total stock consideration of 3,738 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. |
/s/ Gary S. Collins By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal | 08/31/2016 | |
** 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 Number. |