Sec Form 4 Filing - Sit Roger J @ TCF FINANCIAL CORP - 2019-08-01

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
Sit Roger J
2. Issuer Name and Ticker or Trading Symbol
TCF FINANCIAL CORP [ TCF]
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)
333 W FORT STREET, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(Street)
DETROIT, MI48226
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 08/01/2019 A 6,672.82 A 6,672.82 D
Common Stock 08/01/2019 A 12,141 ( 2 ) A 12,141 I By Trust
Common Stock 08/01/2019 A 33,364.08 ( 2 ) A 33,364.08 I By Family Member
Common Stock 08/01/2019 A 50,810 ( 2 ) A 50,810 I By Sit Investment Associates
Common Stock 08/01/2019 A 19,208.3228 ( 2 ) A 19,208.3228 I Deferred Compensation Plan ( 7 )
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 Securitie s
(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
Sit Roger J
333 W FORT STREET
SUITE 1800
DETROIT, MI48226
X
Signatures
Roger J. Sit by POA Kirk D. Johnson 08/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects common shares of TCF Financial Corporation, a Michigan corporation ("new TCF", formerly known as Chemical Financial Corporation), received in exchange for 13,132.88 common shares [including 9,800.88 common shares held in a Direct Stock Purchase Plan] of TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), at the effective time of the merger of Legacy TCF into new TCF (the "Merger"), pursuant to the agreement and plan of merger (the "Merger Agreement") between Legacy TCF and new TCF. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
( 2 )The filing of this statement shall not be construed as an admission that the undersigned is for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities.
( 3 )Received in exchange for 23,895 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
( 4 )Received in exchange for 65,664.4 shares of Legacy TCF common stock [including 49,004.4 shares of Legacy TCF common stock held in a Direct Stock Purchase Plan], at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
( 5 )Received in exchange for 100,000 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
( 6 )Received in exchange for 37,804.2172 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 of new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
( 7 )The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.
( 8 )The closing price per common share of Legacy TCF on the day immediately preceding the effective date of the Merger (the last closing price available) was $21.38 per share, and the closing price per common share of new TCF on the effective date of the Merger was $41.18 per share.

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