0001519695-19-000120.txt : 20190805 0001519695-19-000120.hdr.sgml : 20190805 20190805172658 ACCESSION NUMBER: 0001519695-19-000120 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190801 FILED AS OF DATE: 20190805 DATE AS OF CHANGE: 20190805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Butterfield Thomas John CENTRAL INDEX KEY: 0001638921 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39009 FILM NUMBER: 19999712 MAIL ADDRESS: STREET 1: 200 LAKE STREET EAST CITY: WAYZATA STATE: MN ZIP: 55391 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TCF FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 W. FORT STREET STREET 2: SUITE 1800 CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 800-867-9757 MAIL ADDRESS: STREET 1: 333 W. FORT STREET STREET 2: SUITE 1800 CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL FINANCIAL CORP DATE OF NAME CHANGE: 19920703 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-08-01 0000019612 TCF FINANCIAL CORP TCF 0001638921 Butterfield Thomas John 333 W FORT STREET SUITE 1800 DETROIT MI 48226 0 1 0 0 EVP, Chief Tech/Oper Offcr Common Stock 2019-08-01 4 A 0 46873 A 46873 D Common Stock 2019-08-01 4 A 0 27453 A 27453 D Common Stock 2019-08-01 4 A 0 801.266 A 801.266 I By KSOP as of 06/30/2019 Common Stock 2019-08-01 4 A 0 4512.146 A 4512.146 I By SERP Trust as of 06/30/2019 Reflects common shares and unvested restricted common shares of TCF Financial Corporation, a Michigan corporation ("new TCF", formerly known as Chemical Financial Corporation), received in exchange for 16,340 common shares and 75,909 unvested restricted common shares of TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), at the effective time of the merger of Legacy TCF into new TCF (the "Merger"), pursuant to the agreement and plan of merger (the "Merger Agreement") between Legacy TCF and new TCF. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares. Reflects service-based restricted stock units of new TCF received in exchange for 54,030 service-based restricted stock units of Legacy TCF, at the effective time of the Merger, pursuant to the Merger Agreement. Service-based restricted stock units of new TCF are convertible into shares of new TCF's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF rounded, as applicable, to the nearest whole share. The filing of this statement shall not be construed as an admission that the undersigned is for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities. Received in exchange for 1,576.985 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF. Received in exchange for 8,880.429 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF. The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan. The closing price per common share of Legacy TCF on the day immediately preceding the effective date of the Merger (the last closing price available) was $21.38 per share, and the closing price per common share of new TCF on the effective date of the Merger was $41.18 per share. Thomas J. Butterfield by POA Kirk D. Johnson 2019-08-05