4//SEC Filing
TIAA FSB Holdings, Inc. 4
Accession 0000950103-17-005692
CIK 0001502749operating
Filed
Jun 11, 8:00 PM ET
Accepted
Jun 12, 7:40 PM ET
Size
19.1 KB
Accession
0000950103-17-005692
Insider Transaction Report
Form 4
Ervin Francis X. Jr.
EVP and Chief Risk Officer
Transactions
- Disposition to Issuer
Restricted Common Stock Unit
2017-06-09−5,743→ 0 totalExercise: $0.00→ Common Stock, par value $0.01 per share (5,743 underlying) - Disposition to Issuer
Restricted Common Stock Unit
2017-06-09−8,840→ 0 totalExercise: $0.00→ Common Stock, par value $0.01 per share (8,840 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-06-09−13,344→ 0 totalExercise: $18.60From: 2017-03-07Exp: 2024-03-07→ Common Stock, par value $0.01 per share (13,344 underlying) - Disposition to Issuer
Common Stock, par value $0.01 per share
2017-06-09$19.50/sh−23,109$450,626→ 0 total - Disposition to Issuer
Performance-Based Restricted Common Stock Unit
2017-06-09−5,894→ 0 totalExercise: $0.00→ Common Stock, par value $0.01 per share (5,894 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2017-06-09−17,361→ 0 totalExercise: $18.08Exp: 2025-03-09→ Common Stock, par value $0.01 per share (17,361 underlying)
Footnotes (8)
- [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").
- [F2]5,894 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.
- [F3]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.
- [F4]5,743 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.
- [F5]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.
- [F6]8,840 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.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock under the Company's stock plans (each, a "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.
- [F8]17,361 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.
Documents
Issuer
TIAA FSB Holdings, Inc.
CIK 0001502749
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001502749
Filing Metadata
- Form type
- 4
- Filed
- Jun 11, 8:00 PM ET
- Accepted
- Jun 12, 7:40 PM ET
- Size
- 19.1 KB