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