SEC FORM 4

SEC Form 4

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^*

Fischer Steven

(Last)

(First)

(Middle)

501 RIVERSIDE AVENUE

(Street)

JACKSONVILLE

32202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIAA FSB Holdings, Inc. [ EVER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	06/09/2017		D		17,084	D	$19.5⁽¹⁾	0	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Common Stock Unit	$0	06/09/2017		D			8,840	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	8,840	⁽³⁾	0	D
Restricted Common Stock Unit	$0	06/09/2017		D			10,769	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	10,769	⁽⁵⁾	0	D
Restricted Common Stock Unit	$0	06/09/2017		D			13,260	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01 per share	13,260	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$15.9	06/09/2017		D			75,000	06/06/2016	06/06/2021	Common Stock, par value $0.01 per share	75,000	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$16.71	06/09/2017		D			16,600	03/06/2016	03/06/2023	Common Stock, par value $0.01 per share	16,600	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$18.6	06/09/2017		D			28,302	03/07/2017	03/07/2024	Common Stock, par value $0.01 per share	28,302	⁽⁷⁾	0	D
Employee Stock Option (right to buy)	$18.08	06/09/2017		D			32,552	⁽⁸⁾	03/09/2025	Common Stock, par value $0.01 per share	32,552	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2016 (the "Merger Agreement"), 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 ("TCT Holdings"), and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings ("Merger Sub"), at the effective time ("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 (the "Company Common Stock") owned by the reporting person was converted into the right to receive $19.50 in cash without interest (the "Merger Consideration").

2. 8,840 restricted common stock units of the Company that are subject to performance-based vesting conditions (each, a "Company PBRSU"), which would have vested on March 29, 2018 and March 29, 2019, were cancelled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.

3. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company PBRSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit based on target performance, multiplied by (y) the Merger Consideration.

4. 10,769 units of the Company's restricted common stock unit subject only to service-based vesting conditions (each, a "Company RSU"), which would have vested on March 9, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.

5. Pursuant to the Merger Agreement, at the Effective Time, each outstanding Company RSU granted by the Company became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such unit, multiplied by (y) the Merger Consideration.

6. 13,260 Company RSUs, which would have vested on March 29, 2019, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.

7. Pursuant to the Merger Agreement, at the Effective Time, each outstanding employee stock option granted by the Company to purchase shares of Company Common Stock under the Company's stock plans (each, a "Company Stock Option") became fully vested and was converted automatically into the right to receive an amount in cash without interest equal to the product of (x) the number of shares of Company Common Stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price per share of such option.

8. 32,552 Company Stock Options, which would have vested on March 9, 2018, were canceled in connection with the Merger in exchange for a cash payment pursuant to the Merger Agreement.

	/s/ Mark Baum, as Attorney-in-Fact	06/12/2017
	** Signature of Reporting Person	Date
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