4//SEC Filing
Jones Michael Scott 4
Accession 0000019612-21-000174
CIK 0000019612other
Filed
Jun 8, 8:00 PM ET
Accepted
Jun 9, 7:34 PM ET
Size
13.3 KB
Accession
0000019612-21-000174
Insider Transaction Report
Form 4
Jones Michael Scott
EVP, Regional Banking
Transactions
- Disposition to Issuer
Common Stock
2021-06-09−13,081.425→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2021-06-09−67,486→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2021-06-09−85,351→ 0 total - Disposition to Issuer
Common Stock
2021-06-09−14,291.493→ 0 total(indirect: By KSOP) - Award
Common Stock
2021-06-09+22,236→ 85,351 total
Footnotes (7)
- [F1]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.
- [F2]Includes 82,605 service-based restricted stock units and accrued dividend equivalent units of the issuer (the "Issuer RSUs").
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]As of 6/8/2021.
- [F7]The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.
Documents
Issuer
TCF FINANCIAL CORP
CIK 0000019612
Entity typeother
Related Parties
1- filerCIK 0001533360
Filing Metadata
- Form type
- 4
- Filed
- Jun 8, 8:00 PM ET
- Accepted
- Jun 9, 7:34 PM ET
- Size
- 13.3 KB