0000019612-21-000175.txt : 20210609
0000019612-21-000175.hdr.sgml : 20210609
20210609195456
ACCESSION NUMBER: 0000019612-21-000175
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: TORGOW GARY
CENTRAL INDEX KEY: 0001251487
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39009
FILM NUMBER: 211006528
MAIL ADDRESS:
STREET 1: 235 EAST MAIN STREET
CITY: MIDLAND
STATE: MI
ZIP: 48640
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_162328288218901.xml
FORM 4
X0306
4
2021-06-09
1
0000019612
TCF FINANCIAL CORP
TCF
0001251487
TORGOW GARY
333 W. FORT STREET, SUITE 1800
DETROIT
MI
48226
1
1
0
0
Executive Chairman
Common Stock
2021-06-09
4
A
0
80918
0
A
359487
D
Common Stock
2021-06-09
4
D
0
359487
D
0
D
Common Stock
2021-06-09
4
D
0
371
D
0
I
By spouse
Common Stock
2021-06-09
4
D
0
968
D
0
I
By son
Restricted Stock Service-Based Units (2018)
2021-06-09
4
D
0
9630
D
Common Stock
9630.0
0
D
Restricted Stock AIG Service-Based Units (2/2019)
2021-06-09
4
D
0
7482
D
Common Stock
7482.0
0
D
Restricted Stock Service-Based Units (2019)
2021-06-09
4
D
0
10696
D
Common Stock
10696.0
0
D
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.
Includes 206,338 service-based restricted stock 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.
These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/27/2019.
These Issuer RSUs provided for vesting in 3 equal annual installments beginning on 2/25/2020.
These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/25/2020.
Gary Torgow by POA Kirk D. Johnson
2021-06-09