Sec Form 4 Filing - LEGGE JEFFREY DALE @ CITY HOLDING CO - 2019-04-26

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
LEGGE JEFFREY DALE
2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CAO & CIO
(Last) (First) (Middle)
25 GATEWATER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2019
(Street)
CROSS LANES, WV25313
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 04/26/2019 M 766 A $ 44.43 6,693 D
Common Stock 04/26/2019 M 768 A $ 46.61 7,461 D
Common Stock 04/26/2019 S 1,534 D $ 79 5,927 D
Common Stock 7,428.625 ( 1 ) I by 401(k) Plan and Trust
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
Restricted Stock Unit $ 0 ( 2 ) ( 3 ) ( 3 ) Common Stock 431 431 D
Restricted Stock Unit $ 0 ( 2 ) ( 4 ) ( 4 ) Common Stock 334 334 D
Stock Option to Buy $ 44.43 04/26/2019 M 766 ( 5 ) 03/25/2024 Common Stock 766 ( 5 ) $ 44.43 0 D
Stock Option to Buy $ 46.61 04/26/2019 M 768 ( 6 ) 02/25/2025 Common Stock 768 ( 6 ) $ 46.61 386 D
Stock Option to Buy $ 43.73 ( 7 ) 02/23/2026 Common Stock 2,266 ( 7 ) 2,266 D
Stock Option to Buy $ 66.32 ( 8 ) 02/21/2027 Common Stock 1,536 ( 8 ) 1,536 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEGGE JEFFREY DALE
25 GATEWATER ROAD
CROSS LANES, WV25313
SVP, CAO & CIO
Signatures
Victoria A. Faw, attorney-in-fact 04/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2018 plan valuation date.
( 2 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 3 )One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022.
( 4 )One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021.
( 5 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 383 shares on each of 3/26/2017, 3/26/2018 and 3/26/2019.
( 6 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 384 shares on each of 2/26/2018 and 2/26/2019 and 386 shares on 2/26/2020
( 7 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 755 shares on each of 2/24/2019 and 2/24/2020 and 756 shares on 2/24/2021.
( 8 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 512 shares on each of 2/22/2020, 2/22/2021 and 2/22/2022.

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