Sec Form 4 Filing - ADAMS BRADLEY S. @ TALMER BANCORP, INC. - 2016-08-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ADAMS BRADLEY S.
2. Issuer Name and Ticker or Trading Symbol
TALMER BANCORP, INC. [ TLMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec. Managing Dir - Corp Dev
(Last) (First) (Middle)
2301 WEST BIG BEAVER RD, SUITE 525
3. Date of Earliest Transaction (MM/DD/YY)
08/30/2016
(Street)
TROY, MI48084
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/31/2016 S 64,546 D $ 23.4123 ( 1 ) 28,500 D
Class A Common Stock 08/31/2016 D 28,500 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (rights to buy) $ 6 08/30/2016 D 50,000 ( 3 ) 11/30/2020 Class A Common Stock 50,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS BRADLEY S.
2301 WEST BIG BEAVER RD
SUITE 525
TROY, MI48084
Exec. Managing Dir - Corp Dev
Signatures
/s/ Bradley S. Adams By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal 08/31/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.39 to $23.54, inclusive on August 31, 2016. The reporting person undertakes to provide to Talmer Bancorp, Inc., any security holder of Talmer Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the numbers of shares sold at each separate price within the ranges set forth in this Form 4.
( 2 )Represents shares of unvested restricted stock of the issuer that were assumed by Chemical Financial Corporation ("Chemical") pursuant to an agreement and plan of merger between the issuer and Chemical, and replaced with 14,475 shares of restricted stock of Chemical.
( 3 )Represents options, which vested in equal installments on the first, second and third anniversaries of the grant date of November 30, 2010, that were disposed of pursuant to the issuer's tender offer for up to 25% of the issuer's outstanding stock options, pursuant to a Schedule TO filed by the issuer on July 19, 2016, at a price of $17.11 per option.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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