0000905729-16-000665.txt : 20160831 0000905729-16-000665.hdr.sgml : 20160831 20160831171031 ACCESSION NUMBER: 0000905729-16-000665 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160831 FILED AS OF DATE: 20160831 DATE AS OF CHANGE: 20160831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALMER BANCORP, INC. CENTRAL INDEX KEY: 0001360683 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 611511150 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: (248) 498-2800 MAIL ADDRESS: STREET 1: 2301 WEST BIG BEAVER ROAD STREET 2: SUITE 525 CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: First Michigan Bancorp, Inc. DATE OF NAME CHANGE: 20100316 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC FINANCIAL BANCORP INC DATE OF NAME CHANGE: 20060426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLEIN RONALD A CENTRAL INDEX KEY: 0001288287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36308 FILM NUMBER: 161863885 MAIL ADDRESS: STREET 1: 625 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 klein4_083116.xml OWNERSHIP DOCUMENT X0306 4 2016-08-31 1 0001360683 TALMER BANCORP, INC. TLMR 0001288287 KLEIN RONALD A 2301 WEST BIG BEAVER RD SUITE 525 TROY MI 48084 1 0 0 0 Class A Common Stock 2016-08-31 4 D 0 23800 D 0 D Class A Common Stock 2016-08-31 4 D 0 79286 D 0 I Ronald A. Klein Revocable Living Trust UAD 2.26.1997 Stock Option (rights to buy) 8.25 2016-08-31 4 D 0 15000 D 2023-01-02 Class A Common Stock 15000 0 D Stock Option (rights to buy) 6.00 2016-08-31 4 D 0 25000 D 2020-06-22 Class A Common Stock 25000 0 D Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical Financial Corporation ("Chemical") in exchange for total cash consideration of approximately $38,318 and total stock consideration of 11,245 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock. Disposed of pursuant to an agreement and plan of merger between the issuer and Chemical Financial Corporation ("Chemical") in exchange for total cash consideration of approximately $127,650 and total stock consideration of 37,462 shares of Chemical common stock having a market value of $46.22 per share on the effective date of the merger, which represents an exchange ratio of 0.4725 Chemical shares and $1.61 in cash per share of the issuer's Class A common stock. These options, which were fully vested on the January 2, 2013 grant date, were assumed by Chemical in the merger and replaced with an option to purchase 7,619 shares of Chemical common stock for $16.24 per share. These options, which were exercisable in three equal annual installments on June 22, 2011, June 22, 2012 and June 22, 2013, were assumed by Chemical in the merger and replaced with an option to purchase 12,698 shares of Chemical common stock for $11.81 per share. /s/ Ronald A. Klein By: Talmer Bancorp, Inc. by POA: Suzanne R. Ryan, Paralegal 2016-08-31