0000905729-16-000678.txt : 20160831 0000905729-16-000678.hdr.sgml : 20160831 20160831171830 ACCESSION NUMBER: 0000905729-16-000678 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160830 FILED AS OF DATE: 20160831 DATE AS OF CHANGE: 20160831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALMER BANCORP, INC. CENTRAL INDEX KEY: 0001360683 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611511150 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: (248) 498-2800 MAIL ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: First Michigan Bancorp, Inc. DATE OF NAME CHANGE: 20100316 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC FINANCIAL BANCORP INC DATE OF NAME CHANGE: 20060426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NAFTALY ROBERT H CENTRAL INDEX KEY: 0001177086 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36308 FILM NUMBER: 161863943 4 1 naftaly4_083116.xml OWNERSHIP DOCUMENT X0306 4 2016-08-30 1 0001360683 TALMER BANCORP, INC. TLMR 0001177086 NAFTALY ROBERT H 2301 WEST BIG BEAVER RD SUITE 525 TROY MI 48084 1 0 0 0 Class A Common Stock 2016-08-31 4 D 0 53197 D 0 D Stock Option (rights to buy) 8.25 2016-08-30 4 D 0 12500 D 2023-01-02 Class A Common Stock 12500 12500 D Stock Option (rights to buy) 8.25 2016-08-31 4 D 0 12500 D 2023-01-02 Class A Common Stock 12500 0 D Stock Option (rights to buy) 6.00 2016-08-31 4 D 0 25000 D 2020-06-22 Class A Common Stock 25000 0 D 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 $85,647 and total stock consideration of 25,135 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. Represents options, which were fully vested on the grant date of January 2, 2013, that were disposed of pursuant to the issuer's tender offer for up to 25% of the issuer's outstanding stock options, pursuant to a Schedule TO filed by the issuer on July 19, 2016, at a price of $14.86 per option. These options, which were fully vested on the January 2, 2013 grant date, were assumed by Chemical in the merger and replaced with an option to purchase 6,349 shares of Chemical common stock for $16.24 per share. These options, which vested in equal installments on the first, second and third anniversaries of the grant date of June 22, 2010, were assumed by Chemical in the merger and replaced with an option to purchase 12,698 shares of Chemical common stock for $11.81 per share. /s/ Robert H. Naftaly By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal 2016-08-31