0000950103-17-005689.txt : 20170612 0000950103-17-005689.hdr.sgml : 20170612 20170612193653 ACCESSION NUMBER: 0000950103-17-005689 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170609 FILED AS OF DATE: 20170612 DATE AS OF CHANGE: 20170612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIAA FSB Holdings, Inc. CENTRAL INDEX KEY: 0001502749 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 900615674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 501 RIVERSIDE AVENUE, 12TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: (904) 281-6000 MAIL ADDRESS: STREET 1: 501 RIVERSIDE AVENUE, 12TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: EverBank Financial Corp DATE OF NAME CHANGE: 20101004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLEEMAN MERRICK R CENTRAL INDEX KEY: 0001222802 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35533 FILM NUMBER: 17907740 4 1 dp77241_4-kleeman.xml FORM 4 X0306 4 2017-06-09 1 0001502749 TIAA FSB Holdings, Inc. EVER 0001222802 KLEEMAN MERRICK R 501 RIVERSIDE AVENUE JACKSONVILLE FL 32202 1 0 0 0 Common Stock, par value $0.01 per share 2017-06-09 4 D 0 159314 19.5 D 0 D Depository Share, par value $0.01 per share 2017-06-09 4 D 0 37000 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2016, by and among Teachers Insurance and Annuity Association of America, a New York stock life insurance company ("TIAA"), TIAA FSB Holdings, Inc. (formerly known as EverBank Financial Corp), a Delaware corporation (the "Company"), TCT Holdings, Inc., a Delaware corporation and wholly owned subsidiary of TIAA, and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of TIAA (the "Merger"), each share of the Company's common stock, par value $0.01 per share, owned by the reporting person was converted into the right to receive $19.50 in cash without interest. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Series A 6.75% Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share (the "Company Preferred Stock"), owned by the reporting person was converted into the right to receive $25,000 plus accrued and unpaid dividends on a share of Company Preferred Stock since the last dividend payment date for the Company Preferred Stock to but excluding the closing date of the Merger less any dividends declared but unpaid, if any, through the Effective Time, in cash without interest (the "Preferred Stock Consideration"). The reporting person, as a holder of Company depositary shares, was entitled to receive 1/1000th of the Preferred Stock Consideration for each Company depositary share the reporting person holds immediately prior to the Merger. /s/ Mark Baum, as Attorney-in-Fact 2017-06-12