Sec Form 4 Filing - Wilson William Blake @ TIAA FSB Holdings, Inc. - 2017-06-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Wilson William Blake 2. Issuer Name and Ticker or Trading Symbol TIAA FSB Holdings, Inc. [ EVER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 501 RIVERSIDE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2017 (Street) JACKSONVILLE, FL32202 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 Common Stock, par value $0.01 per share 06/09/2017 D 461,644 D $ 19.5 ( 1 ) 0 D Common Stock, par value $0.01 per share 06/09/2017 D 54,944 D $ 19.5 ( 1 ) 0 I Wilson Family Irrevocable Trust

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 Performance-Based Restricted Common Stock Unit $ 0 06/09/2017 D 28,288 ( 2 ) ( 2 ) Common Stock, par value $0.01 per share 28,288 ( 3 ) 0 D Restricted Common Stock Unit $ 0 06/09/2017 D 34,462 ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 34,462 ( 5 ) 0 D Restricted Common Stock Unit $ 0 06/09/2017 D 42,432 ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 42,432 ( 5 ) 0 D Employee Stock Option (right to buy) ( 7 ) 06/09/2017 D 613,333 ( 7 ) 07/20/2018 Common Stock, par value $0.01 per share 613,333 ( 8 ) 0 D Employee Stock Option (right to buy) $ 7.92 06/09/2017 D 75,000 ( 9 ) 01/01/2019 Common Stock, par value $0.01 per share 75,000 ( 8 ) 0 D Employee Stock Option (right to buy) $ 10.63 06/09/2017 D 75,000 ( 10 ) 01/01/2020 Common Stock, par value $0.01 per share 75,000 ( 8 ) 0 D Employee Stock Option (right to buy) $ 13.83 06/09/2017 D 116,731 02/27/2015 02/27/2022 Common Stock, par value $0.01 per share 116,731 ( 8 ) 0 D Employee Stock Option (right to buy) $ 16.71 06/09/2017 D 66,401 03/06/2016 03/06/2023 Common Stock, par value $0.01 per share 66,401 ( 8 ) 0 D Employee Stock Option (right to buy) $ 18.6 06/09/2017 D 79,301 03/07/2017 03/07/2024 Common Stock, par value $0.01 per share 79,301 ( 8 ) 0 D Employee Stock Option (right to buy) $ 18.08 06/09/2017 D 104,166 ( 11 ) 03/09/2025 Common Stock, par value $0.01 per share 104,166 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson William Blake 501 RIVERSIDE AVENUE JACKSONVILLE, FL32202 X President and COO Signatures /s/ Mark Baum, as Attorney-in-Fact 06/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )28,288 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. ( 3 )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. ( 4 )34,462 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. ( 5 )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. ( 6 )42,432 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. ( 7 )The following employee stock 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: 230,000 Company Stock Options with an exercise price of $8.55 per share (which became fully exercisable as to 100% of the shares subject thereto on July 21, 2010); and 383,333 Company Stock Options with an exercise price of $10.55 per share (which became fully exercisable as to 30% and 70% of the shares subject thereto on July 21, 2010 and July 21, 2011, respectively). These Company Stock Options were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement. ( 8 )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. ( 9 )75,000 Company Stock Options granted by the Company on January 2, 2009, which became fully exercisable as to 33.3%, 33.3% and 33.3% of the shares subject thereto on January 2, 2010, January 2, 2011 and January 2, 2012, were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement. ( 10 )75,000 Company Stock Options granted by the Company on January 2, 2010, which became fully exercisable as to 33.3%, 33.3% and 33.3% of the shares subject thereto on January 2, 2011, January 2, 2012 and January 2, 2013, were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement. ( 11 )104,166 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.