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4//SEC Filing

TIAA FSB Holdings, Inc. 4

Accession 0000950103-17-005682

CIK 0001502749operating
View on SEC.govCompany Profile

Filed

Jun 11, 8:00 PM ET

Accepted

Jun 12, 6:58 PM ET

Size

30.4 KB

Accession

0000950103-17-005682

Insider Transaction Report

Form 4
Period: 2017-06-09
TIAA FSB Holdings, Inc.EVER
Clements Robert M
DirectorChairman of the Board and CEO
Transactions
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2017-06-09−73,041→ 0 total
    Exercise: $16.71From: 2016-03-06Exp: 2023-03-06→ Common Stock, par value $0.01 per share (73,041 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2017-06-09−87,365→ 0 total
    Exercise: $18.60From: 2017-03-07Exp: 2024-03-07→ Common Stock, par value $0.01 per share (87,365 underlying)
  • Disposition to Issuer

    Restricted Common Stock Unit

    2017-06-09−37,334→ 0 total
    Exercise: $0.00→ Common Stock, par value $0.01 per share (37,334 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2017-06-09−126,459→ 0 total
    Exercise: $13.83From: 2015-02-27Exp: 2022-02-27→ Common Stock, par value $0.01 per share (126,459 underlying)
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2017-06-09$19.50/sh−1,044,563$20,368,979→ 0 total(indirect: By Spouse)
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2017-06-09$19.50/sh−14,996$292,422→ 0 total(indirect: By Children)
  • Disposition to Issuer

    Common Stock, par value $0.01 per share

    2017-06-09$19.50/sh−1,860,608$36,281,856→ 0 total
  • Disposition to Issuer

    Performance-Based Restricted Common Stock Unit

    2017-06-09−30,646→ 0 total
    Exercise: $0.00→ Common Stock, par value $0.01 per share (30,646 underlying)
  • Disposition to Issuer

    Restricted Common Stock Unit

    2017-06-09−45,968→ 0 total
    Exercise: $0.00→ Common Stock, par value $0.01 per share (45.968 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2017-06-09−1,500,000→ 0 total
    Exp: 2018-07-20→ Common Stock, par value $0.01 per share (1,500,000 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2017-06-09−112,847→ 0 total
    Exercise: $18.08Exp: 2025-03-09→ Common Stock, par value $0.01 per share (112,847 underlying)
Footnotes (10)
  • [F1]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").
  • [F10]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.

Documents

1 file

Issuer

TIAA FSB Holdings, Inc.

CIK 0001502749

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Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001502749

Filing Metadata

Form type
4
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 6:58 PM ET
Size
30.4 KB
View on SEC.gov