Sec Form 4 Filing - COLLINS GARY S @ TALMER BANCORP, INC. - 2016-08-31

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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
COLLINS GARY 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)
Vice Chairman
(Last) (First) (Middle)
2301 WEST BIG BEAVER RD, SUITE 525
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2016
(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 D 178,961 D 17,000 D
Class A Common Stock 08/31/2016 D 17,000 D 0 D
Class A Common Stock 08/31/2016 D 6,000 D 0 I By Brandon S. Collins Trust dtd 5/27/2010
Class A Common Stock 08/31/2016 D 5,000 D 0 I By James Alexander Collins Trust dtd 5/27/2010
Class A Common Stock 08/31/2016 D 7,912 D 0 I By LaVerne B. Collins Trust dtd 11/8/2002
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
COLLINS GARY S
2301 WEST BIG BEAVER RD
SUITE 525
TROY, MI48084
Vice Chairman
Signatures
/s/ Gary S. Collins By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal 08/31/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical Financial Corporation ("Chemical") in exchange for total cash consideration of approximately $288,127 and total stock consideration of 84,559 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock.
( 2 )In addition, the reporting person held 17,000 shares of unvested restricted stock of the issuer that was assumed by Chemical in the merger and replaced with 8,634 shares of restricted stock of Chemical.
( 3 )Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $9,660 and total stock consideration of 2,835 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock.
( 4 )Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $8,050 and total stock consideration of 2,362 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock.
( 5 )Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical in exchange for total cash consideration of approximately $12,738 and total stock consideration of 3,738 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock.

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