Statement of Changes in Beneficial Ownership (4)
June 09 2021 - 7:32PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Kuohn Sandra D. |
2. Issuer Name and Ticker or Trading Symbol
TCF FINANCIAL CORP
[
TCF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief HCM Officer |
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(Last)
(First)
(Middle)
333 W. FORT STREET, SUITE 1800 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2021 |
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(Street)
DETROIT, MI 48226
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 6/9/2021 | | A | | 14211 (1) | A | $0 | 66227 | D | |
| Common Stock | 6/9/2021 | | D | | 66227 (2) | D | (3)(4) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Restricted Stock Service-Based Units (2/2017) | (4) | 6/9/2021 | | D | | | 1186 | (5) | (5) | Common Stock | 1186.0 | (4) | 0 | D | |
| Restricted Stock Service-Based Units (2018) | (4) | 6/9/2021 | | D | | | 398 | (6) | (6) | Common Stock | 398.0 | (4) | 0 | D | |
| Restricted Stock Service-Based Units (2019) | (4) | 6/9/2021 | | D | | | 1118 | (7) | (7) | Common Stock | 1118.0 | (4) | 0 | D | |
| Stock Options (2/2017) | $53.72 | 6/9/2021 | | D | | | 2223 | (8) | 2/22/2027 | Common Stock | 2223.0 | (9) | 0 | D | |
| Explanation of Responses: |
| (1) | Reflects the conversion of performance-based restricted stock units into service-based restricted stock units, as contemplated by the agreement and plan of merger, dated as of December 13, 2020 (the "Merger Agreement") between the issuer and Huntington Bancshares Incorporated, a Maryland corporation ("Huntington"), pursuant to which the issuer will merge with and into Huntington (the "Merger"). The units are convertible into shares of the issuer's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions. The Merger closed on June 9, 2021. On June 8, 2021, the closing price of the issuer was $45.18, and the closing price of Huntington was $15.21. |
| (2) | Includes 46,225 service-based restricted stock units and accrued dividend equivalent units of the issuer (the "Issuer RSUs"). |
| (3) | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) converted into the right to receive 3.0028 shares of Huntington common stock (the "Exchange Ratio"). All fractional share holdings were paid in cash. |
| (4) | The Issuer RSUs held by the reporting person were convertible into shares of the issuer's common stock on a one-for-one basis. Pursuant to the terms of the Merger Agreement, these Issuer RSUs were assumed by Huntington and converted into a restricted stock unit award of Huntington with the same terms and conditions as were applicable under such Issuer RSU award immediately prior to the Effective Time (including vesting terms) and relating to the number of shares of Huntington common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock. |
| (5) | These Issuer RSUs provided for cliff vesting on 2/21/2022. |
| (6) | These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/27/2019. |
| (7) | These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/25/2020. |
| (8) | This option provided for vesting in 5 equal annual installments beginning on 2/21/2018. |
| (9) | Pursuant to the terms of the Merger Agreement, each issuer option outstanding and unexercised immediately prior to the Effective Time (an "Issuer Stock Option") was assumed and converted automatically into an option (an "Adjusted Stock Option") to purchase, on the same terms and conditions as were applicable under such Issuer Stock Option immediately prior to the Effective Time (including vesting terms), the number of shares of Huntington common stock (rounded down to the nearest whole number of shares of Huntington common stock) equal to the product of (A) the number of shares of Issuer common stock subject to such Issuer Stock Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, which Adjusted Stock Option shall have an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price of such Issuer Stock Option immediately prior to the Effective Time, by (2) the Exchange Ratio. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kuohn Sandra D.
333 W. FORT STREET, SUITE 1800
DETROIT, MI 48226 |
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| EVP, Chief HCM Officer |
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Signatures
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| Sandra D. Kuohn by POA Kirk D. Johnson | | 6/9/2021 |
| **Signature of Reporting Person | Date |
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