0000019612-21-000160.txt : 20210609 0000019612-21-000160.hdr.sgml : 20210609 20210609193006 ACCESSION NUMBER: 0000019612-21-000160 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210609 FILED AS OF DATE: 20210609 DATE AS OF CHANGE: 20210609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Butterfield Thomas John CENTRAL INDEX KEY: 0001638921 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39009 FILM NUMBER: 211006480 MAIL ADDRESS: STREET 1: 200 LAKE STREET EAST CITY: WAYZATA STATE: MN ZIP: 55391 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TCF FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 W. FORT STREET STREET 2: SUITE 1800 CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 800-867-9757 MAIL ADDRESS: STREET 1: 333 W. FORT STREET STREET 2: SUITE 1800 CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL FINANCIAL CORP DATE OF NAME CHANGE: 19920703 4 1 wf-form4_162328138120329.xml FORM 4 X0306 4 2021-06-09 1 0000019612 TCF FINANCIAL CORP TCF 0001638921 Butterfield Thomas John 333 W FORT STREET SUITE 1800 DETROIT MI 48226 0 1 0 0 EVP, Chief Tech/Oper Offcr Common Stock 2021-06-09 4 A 0 17555 0 A 96861 D Common Stock 2021-06-09 4 D 0 96861 D 0 D Common Stock 2021-06-09 4 D 0 838.8729 D 0 I By KSOP Common Stock 2021-06-09 4 D 0 4813.8556 D 0 I By SERP Trust Reflects the conversion of performance-based restricted stock units into service-based restricted stock units, as contemplated by the agreement and plan of merger, dated as of December 13, 2020 (the "Merger Agreement") between the issuer and Huntington Bancshares Incorporated, a Maryland corporation ("Huntington"), pursuant to which the issuer will merge with and into Huntington (the "Merger"). The units are convertible into shares of the issuer's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions. The Merger closed on June 9, 2021. On June 8, 2021, the closing price of the issuer was $45.18, and the closing price of Huntington was $15.21. Reflects a reduction of 566 shares due to the elimination of DEUs that had been erroneously attributed to the reporting person. Includes 65,734 service-based restricted stock units and accrued dividend equivalent units of the issuer (the "Issuer RSUs"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) converted into the right to receive 3.0028 shares of Huntington common stock (the "Exchange Ratio"). All fractional share holdings were paid in cash. The Issuer RSUs held by the reporting person were convertible into shares of the issuer's common stock on a one-for-one basis. Pursuant to the terms of the Merger Agreement, these Issuer RSUs were assumed by Huntington and converted into a restricted stock unit award of Huntington with the same terms and conditions as were applicable under such Issuer RSU award immediately prior to the Effective Time (including vesting terms) and relating to the number of shares of Huntington common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock. The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities. As of 6/08/2021. The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan. Thomas J. Butterfield by POA Kirk D. Johnson 2021-06-09