Sec Form 4 Filing - STILWELL CRAIG G @ CITY HOLDING CO - 2018-05-18

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
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
STILWELL CRAIG G
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)
EVP Retail Banking
(Last) (First) (Middle)
25 GATEWATER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2018
(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 05/18/2018 M 967 A $ 44.43 27,085 D
Common Stock 05/18/2018 S 967 D $ 74.1404 26,118 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
Restricted Stock Unit $ 0 ( 1 ) ( 2 ) ( 2 ) Common Stock 893 893 D
Stock Option to Buy $ 44.43 05/18/2018 M 967 03/26/2018 03/25/2024 Common Stock 967 ( 3 ) $ 44.43 0 D
Stock Option to Buy $ 37.74 02/27/2018 02/26/2023 Common Stock 649 0 D
Stock Option to Buy $ 44.43 03/26/2019 03/25/2024 Common Stock 968 ( 3 ) 968 D
Stock Option to Buy $ 46.61 02/26/2019 02/25/2025 Common Stock 1,015 ( 3 ) 1,015 D
Stock Option to Buy $ 46.61 02/26/2020 02/25/2025 Common Stock 1,017 ( 3 ) 2,032 D
Stock Option to Buy $ 43.73 02/24/2019 02/23/2026 Common Stock 1,898 ( 3 ) 1,898 D
Stock Option to Buy $ 43.73 02/24/2020 02/23/2026 Common Stock 1,898 ( 3 ) 3,796 D
Stock Option to Buy $ 43.73 02/24/2021 02/23/2026 Common Stock 1,898 ( 3 ) 5,694 D
Stock Option to Buy $ 66.32 02/22/2020 02/21/2027 Common Stock 1,253 ( 3 ) 1,253 D
Stock Option to Buy $ 66.32 02/22/2021 02/21/2027 Common Stock 1,253 ( 3 ) 2,506 D
Stock Option to Buy $ 66.32 02/22/2022 02/21/2027 Common Stock 1,253 ( 3 ) 3,759 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STILWELL CRAIG G
25 GATEWATER ROAD
CROSS LANES, WV25313
EVP Retail Banking
Signatures
Victoria A. Faw, Attorney-in-Fact 05/22/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 2 )One-third of these restricted stock units are scheduled to vest on each of February 20, 2019; February 20, 2020; and February 20, 2021.
( 3 )Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.

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.