Sec Form 4/A Filing - HAGEBOECK CHARLES R @ CITY HOLDING CO - 2021-02-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
HAGEBOECK CHARLES R
2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
25 GATEWATER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2021
(Street)
CROSS LANES, WV25313
4. If Amendment, Date Original Filed (MM/DD/YY)
02/24/2021
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 02/24/2021 M 3,660 A $ 43.73 51,336 D
Common Stock 100 I by son, Robert B. Hageboeck
Common Stock 100 I by daughter, Katherine E. Hageboeck
Common Stock 100 I by daughter, Emily F. Hageboeck
Common Stock 1,870.8298 ( 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 ) 02/24/2021 A 2,012 ( 3 ) ( 3 ) Common Stock 2,012 $ 0 2,012 D
Restricted Stock Unit $ 0 ( 2 ) ( 4 ) ( 4 ) Common Stock 2,043 2,043 D
Restricted Stock Unit $ 0 ( 2 ) ( 5 ) ( 5 ) Common Stock 1,864 1,864 D
Restricted Stock Unit $ 0 ( 2 ) ( 6 ) ( 6 ) Common Stock 1,749 1,749 D
Stock Option to Buy $ 43.73 02/24/2021 M 3,660 ( 7 ) 02/23/2026 Common Stock 3,660 ( 7 ) $ 43.73 3,484 D
Stock Option to Buy $ 66.32 ( 8 ) 02/21/2027 Common Stock 7,572 ( 8 ) 7,572 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAGEBOECK CHARLES R
25 GATEWATER ROAD
CROSS LANES, WV25313
X President & CEO
Signatures
Victoria A. Faw, attorney-in-fact 02/25/2021
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 12/31/2020 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 24, 2022; February 24, 2023; and February 24, 2024.
( 4 )One-third of these restricted stock units are scheduled to vest on each of February 26, 2021; February 26, 2022; and February 26, 2023.
( 5 )One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022.
( 6 )One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021.
( 7 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares will vest as follows: 3,660 shares on each of 2/24/2019; 2/24/2020; and 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 will vest as follows: 2,524 shares on each of 2/22/2020; 2/22/2021; and 2/22/2022.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.