FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TAYLOR CAPITAL GROUP INC [ TAYC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/18/2014 | D | 970 | D | (1) | 0 | D | |||
Common Stock | 08/18/2014 | D | 2,477 | D | (2) | 0(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Common Stock (Option to Buy) | $31.36 | 08/18/2014 | D | 1,500 | (4) | 03/07/2015 | Common Stock | 1,500 | $0(5) | 0 | D | ||||
Common Stock (Option to Buy) | $30.33 | 08/18/2014 | D | 801 | (6) | 05/22/2015 | Common Stock | 801 | $0(5) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 623 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $3,958 of cash. |
2. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 1,593 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $10,106 of cash. |
3. Represents a grant of restricted stock, 50% of which vested on March 3, 2011 and an additional 25% which vested on each of March 3, 2012 and 2013. |
4. Vested 20% per year over 5 years beginning on March 7, 2006, the first anniversary date of the grant. |
5. This option was canceled in the merger without payment to the reporting person, as the option's exercise price exceeded the merger consideration which would have otherwise been received for each share of stock underlying the option, calculated using the average closing price of MB Financial's common stock for the 10 trading days preceding the closing of the merger. |
6. Vested 20% per year over 4 years, beginning on May 22, 2008, the first anniversary date of the grant. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Brian Black, Attorney in Fact | 08/19/2014 | |
** Signature of Reporting Person | Date | |
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. |