Sec Form 4 Filing - KLEEMAN MERRICK R @ 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

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1. Name and Address of Reporting Person KLEEMAN MERRICK R 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 _____ Officer (give title below) _____ Other (specify below) (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 159,314 D $ 19.5 ( 1 ) 0 D Depository Share, par value $0.01 per share 06/09/2017 D 37,000 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

Reporting Owners Repor ting Owner Name / Address Relationships Director 10% Owner Officer Other KLEEMAN MERRICK R 501 RIVERSIDE AVENUE JACKSONVILLE, FL32202 X 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, 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, and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time (the "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, owned by the reporting person was converted into the right to receive $19.50 in cash without interest. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding Series A 6.75% Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the "Company Preferred Stock"), owned by the reporting person was converted into the right to receive $25,000 plus accrued and unpaid dividends on a share of Company Preferred Stock since the last dividend payment date for the Company Preferred Stock to but excluding the closing date of the Merger less any dividends declared but unpaid, if any, through the Effective Time, in cash without interest (the "Preferred Stock Consideration"). The reporting person, as a holder of Company depositary shares, was entitled to receive 1/1000th of the Preferred Stock Consideration for each Company depositary share the reporting person holds immediately prior to the Merger.

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

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