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
TIAA FSB Holdings, Inc. [ EVER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2017 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock, par value $0.01 per share | 06/09/2017 | D | 1,860,608 | D | $19.5(1) | 0 | D | |||
Common Stock, par value $0.01 per share | 06/09/2017 | D | 1,044,563 | D | $19.5(1) | 0 | I | By wife Ann H. Clements(2) | ||
Common Stock, par value $0.01 per share | 06/09/2017 | D | 14,996 | D | $19.5(1) | 0 | I | As custodian on behalf of his three children |
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 | ||||||||
Performance-Based Restricted Common Stock Unit | $0 | 06/09/2017 | D | 30,646 | (3) | (3) | Common Stock, par value $0.01 per share | 30,646 | (4) | 0 | D | ||||
Restricted Common Stock Unit | $0 | 06/09/2017 | D | 37,334 | (5) | (5) | Common Stock, par value $0.01 per share | 37,334 | (6) | 0 | D | ||||
Restricted Common Stock Unit | $0 | 06/09/2017 | D | 45,968 | (7) | (7) | Common Stock, par value $0.01 per share | 45.968 | (6) | 0 | D | ||||
Employee Stock Option (right to buy) | (8) | 06/09/2017 | D | 1,500,000 | (8) | 07/20/2018 | Common Stock, par value $0.01 per share | 1,500,000 | (9) | 0 | D | ||||
Employee Stock Option (right to buy) | $13.83 | 06/09/2017 | D | 126,459 | 02/27/2015 | 02/27/2022 | Common Stock, par value $0.01 per share | 126,459 | (9) | 0 | D | ||||
Employee Stock Option (right to buy) | $16.71 | 06/09/2017 | D | 73,041 | 03/06/2016 | 03/06/2023 | Common Stock, par value $0.01 per share | 73,041 | (9) | 0 | D | ||||
Employee Stock Option (right to buy) | $18.6 | 06/09/2017 | D | 87,365 | 03/07/2017 | 03/07/2024 | Common Stock, par value $0.01 per share | 87,365 | (9) | 0 | D | ||||
Employee Stock Option (right to buy) | $18.08 | 06/09/2017 | D | 112,847 | (10) | 03/09/2025 | Common Stock, par value $0.01 per share | 112,847 | (9) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2016 (the "Merger Agreement"), by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company ("TIAA"), TIAA FSB Holdings, Inc. (formerly known as EverBank Financial Corp), a Delaware corporation (the "Company"), TCT Holdings, Inc., a Delaware corporation and wholly owned subsidiary of TIAA ("TCT Holdings"), and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time ("Effective Time") of the merger of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of TIAA (the "Merger"), each share of the Company's common stock, par value $0.01 per share (the "Company Common Stock") owned by the reporting person was converted into the right to receive $19.50 in cash without interest (the "Merger Consideration"). |
2. Includes 207,572 shares and 40,296 shares of the Company Common Stock held by the reporting person's wife, Ann H. Clements, as trustee and as custodian on behalf of one of her children, respectively. The reporting person does not have any voting or dispositive power over and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
3. 30,646 restricted common stock units of the Company that are subject to performance-based vesting conditions (each, a "Company PBRSU"), which would have vested on March 29, 2018 and March 29, 2019, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. |
4. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PBRSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit based on target performance, multiplied by (y) the Merger Consideration. |
5. 37,334 units of the Company's restricted common stock unit subject only to service-based vesting conditions (each, a "Company RSU"), which would have vested on March 9, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. |
6. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, multiplied by (y) the Merger Consideration. |
7. 45,968 Company RSUs, which would have vested on March 29, 2019, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. |
8. The following employee options (each, a "Company Stock Option") were granted by the Company to purchase shares of Company Common Stock under the Company's stock plans on October 31, 2008: 250,000 Company Stock Options with an exercise price of $8.55 per share (which became exercisable as to 100% of the shares July 21, 2010); 416,667 Company Stock Options with an exercise price of $10.55 per share (which became exercisable as to 30% and 70% of the shares subject thereto on July 21, 2010 and July 21, 2011, respectively); 416,666 Company Stock Options with an exercise price of $13.21 per share (which became exercisable as to 20% and 80% of the shares on July 21, 2011 and July 21, 2012, respectively); and 416,667 Company Stock Options with an exercise price of $15.88 per share (which became exercisable as to 10% and 90% of the shares on July 21, 2012 and July 21, 2013, respectively). These Company Stock Options were canceled in exchange for a cash payment pursuant to the Merger Agreement. |
9. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company Stock Option became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such option. |
10. 112,847 Company Stock Options, which would have vested on March 9, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement. |
/s/ Mark Baum, as Attorney-in-Fact | 06/12/2017 | |
** 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. |