Sec Form 4 Filing - Surface John S @ 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 Surface John S 2. Issuer Name and Ticker or Trading Symbol TIAA FSB Holdings, Inc. [ EVER] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP (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 11,830 D $ 19.5 ( 1 ) 0 D Common Stock, par value $0.01 per share 06/09/2017 D 19,257 D $ 19.5 ( 1 ) 0 I Held through the reporting person's relationship with Surface Investment Partnership, Ltd.

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 8,840 ( 2 ) ( 2 ) Common Stock, par value $0.01 per share 8,840 ( 3 ) 0 D Restricted Common Stock Unit $ 0 06/09/2017 D 10,769 ( 4 ) ( 4 ) Common Stock, par value $0.01 per share 10,769 ( 5 ) 0 D Restricted Common Stock Unit $ 0 06/09/2017 D 13,260 ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 13,260 ( 5 ) 0 D Employee Stock Option (right to buy) $ 18.6 06/09/2017 D 28,360 03/07/2017 03/07/2024 Common Stock, par value $0.01 per share 28,360 ( 7 ) 0 D Employee Stock Option (right to buy) $ 18.08 06/09/2017 D 32,552 ( 8 ) 03/09/2025 Common Stock, par value $0.01 per share 32,552 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Surface John S 501 RIVERSIDE AVENUE JACKSONVILLE, FL32202 EVP 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 )8,840 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 )10,769 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 )13,260 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 )Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock under the Company's stock plans (each, a "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. ( 8 )32,552 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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