Sec Form 4 Filing - ROSS WILBUR L JR @ TALMER BANCORP, INC. - 2015-08-31

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
ROSS WILBUR L JR
2. Issuer Name and Ticker or Trading Symbol
TALMER BANCORP, INC. [ TLMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
319 CLEMATIS STREET, ROOM 1000 (10TH FLOOR)
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2015
(Street)
WEST PALM BEACH, FL33401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $1.00 per share 08/26/2015 S 9,664,579 D $ 14.77 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROSS WILBUR L JR
319 CLEMATIS STREET
ROOM 1000 (10TH FLOOR)
WEST PALM BEACH, FL33401
X
El Vedado, LLC
319 CLEMATIS STREET
ROOM 1000 (10TH FLOOR)
WEST PALM BEACH, FL33401
X
Invesco Private Capital, Inc.
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
INVESCO WLR IV Associates LLC
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
WL ROSS & CO LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
WL Ross Group, L.P.
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
WLR IV PARALLEL ESC LP
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
WLR Recovery Associates IV LLC
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
WLR Recovery Fund IV LP
C/O WL ROSS & CO. LLC
1166 AVENUE OF THE AMERICAS
NEW YORK, NY10036
X
Signatures
/s/ Wilbur L. Ross, Jr. 08/31/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
( 2 )WLR Recovery Fund IV, L.P. ("Fund IV") owns 9,625,921 shares of Class A Common Stock of the issuer. Wilbur L. Ross, Jr. is the chairman and chief strategy officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by Fund IV.
( 3 )(FN 2 con'td) WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 38,658 shares of Class A Common Stock of the issuer. Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund.
( 4 )(FN 3 cont'd) INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by the Parallel Fund.

Remarks:
Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

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