Sec Form 4 Filing - Clements Robert M @ TIAA FSB Holdings, Inc. - 2017-06-09

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
Clements Robert M
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)
Chairman and CEO
(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 1,860,608 D $ 19.5 ( 1 ) 0 D
Common Stock, par value $0.01 per share 06/09/2017 D 1,044,563 D $ 19.5 ( 1 ) 0 I By wife Ann H. Clements ( 2 )
Common Stock, par value $0.01 per share 06/09/2017 D 14,996 D $ 19.5 ( 1 ) 0 I As custodian on behalf of his three children
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 30,646 ( 3 ) ( 3 ) Common Stock, par value $0.01 per share 30,646 ( 4 ) 0 D
Restricted Common Stock Unit $ 0 06/09/2017 D 37,334 ( 5 ) ( 5 ) Common Stock, par value $0.01 per share 37,334 ( 6 ) 0 D
Restricted Common Stock Unit $ 0 06/09/2017 D 45,968 ( 7 ) ( 7 ) Common Stock, par value $0.01 per share 45.968 ( 6 ) 0 D
Employee Stock Option (right to buy) ( 8 ) 06/09/2017 D 1,500,000 ( 8 ) 07/20/2018 Common Stock, par value $0.01 per share 1,500,000 ( 9 ) 0 D
Employee Stock Option (right to buy) $ 13.83 06/09/2017 D 126,459 02/27/2015 02/27/2022 Common Stock, par value $0.01 per share 126,459 ( 9 ) 0 D
Employee Stock Option (right to buy) $ 16.71 06/09/2017 D 73,041 03/06/2016 03/06/2023 Common Stock, par value $0.01 per share 73,041 ( 9 ) 0 D
Employee Stock Option (right to buy) $ 18.6 06/09/2017 D 87,365 03/07/2017 03/07/2024 Common Stock, par value $0.01 per share 87,365 ( 9 ) 0 D
Employee Stock Option (right to buy) $ 18.08 06/09/2017 D 112,847 ( 10 ) 03/09/2025 Common Stock, par value $0.01 per share 112,847 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clements Robert M
501 RIVERSIDE AVENUE
JACKSONVILLE, FL32202
X Chairman and CEO
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 )Includes 207,572 shares and 40,296 shares of the Company Common Stock held by the reporting person's wife, Ann H. Clements, as trustee and as custodian on behalf of one of her children, respectively. The reporting person does not have any voting or dispositive power over and disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )30,646 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.
( 4 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PBRSU granted by the Company became fully vested and was conv erted 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.
( 5 )37,334 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.
( 6 )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.
( 7 )45,968 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.
( 8 )The following employee 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: 250,000 Company Stock Options with an exercise price of $8.55 per share (which became exercisable as to 100% of the shares July 21, 2010); 416,667 Company Stock Options with an exercise price of $10.55 per share (which became exercisable as to 30% and 70% of the shares subject thereto on July 21, 2010 and July 21, 2011, respectively); 416,666 Company Stock Options with an exercise price of $13.21 per share (which became exercisable as to 20% and 80% of the shares on July 21, 2011 and July 21, 2012, respectively); and 416,667 Company Stock Options with an exercise price of $15.88 per share (which became exercisable as to 10% and 90% of the shares on July 21, 2012 and July 21, 2013, respectively). These Company Stock Options were canceled in exchange for a cash payment pursuant to the Merger Agreement.
( 9 )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.
( 10 )112,847 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.

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