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*
STILWELL CRAIG G

(Last) (First) (Middle)
25 GATEWATER ROAD

(Street)
CROSS LANES WV 25313

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Retail Banking
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2012
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 1,486.3386(1) I by 401(k) Plan & Trust
Common Stock 02/21/2012 M 6,262 A $28 35,302 D
Common Stock 02/21/2012 S 1,200 D $36.1333 34,102 D
Common Stock 02/21/2012 S 5,062 D $35.5863 29,040 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option to Buy $28 02/21/2012 M 6,262 (2) 02/25/2013 Common Stock 6,262 $28 2,000 D
Stock Option to Buy $33.9 (2) 02/24/2014 Common Stock 10,000 10,000 D
Stock Option to Buy $31.32 (3) 02/24/2015 Common Stock 5,000 5,000 D
Stock Option to Buy $36.9 12/21/2005 12/20/2015 Common Stock 5,000 5,000 D
Stock Option to Buy $39.34 (4) 02/27/2017 Common Stock 10,000 10,000 D
Stock Option to Buy $40.88 03/26/2013 03/25/2018 Common Stock 3,000 3,000 D
Stock Option to Buy $28.15 03/25/2014 03/24/2019 Common Stock 3,000 3,000 D
Stock Option to Buy $32.09 02/26/2015 02/25/2020 Common Stock 3,000 3,000 D
Stock Option to Buy $35.09 03/30/2016 03/29/2021 Common Stock 3,000 3,000 D
Explanation of Responses:
1. Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2011 valuation date.
2. Option awards are subject to value vesting and vest only when the stock achieves certain target threshholds. All options awarded pursuant to this grant have achieved their target threshholds and are vested.
3. Options will vest and become exerciseable in five separate installments as follows: 1,000 on 2/25/2006; 1,000 on 2/25/2007; 1,000 on 2/25/2008; 1,000 on 2/25/2009; and 1,000 on 2/25/2010. All options awarded pursuant to this grant have vested.
4. Options will vest and become exerciseable in two separate installments as follows: 5,000 on 2/28/2011; and 5,000 on 2/28/2012.
Remarks:
Victoria A. Faw, attorney-in-fact 02/22/2012
** 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.