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^*

HAGEBOECK CHARLES R

(Last)

(First)

(Middle)

25 GATEWATER ROAD

(Street)

CROSS LANES

25313

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015

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	02/26/2015		A		4,781⁽¹⁾	A	$0⁽²⁾	71,372	D
Common Stock								5,650	I	by spouse, Samantha
Common Stock								15	I	custodian for son, Charles J.
Common Stock								1,602.7059⁽³⁾	I	by 401(k) Plan & Trust

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)
Stock Option to Buy	$39.34							⁽⁴⁾	02/27/2017	Common Stock	10,000		27,500	D
Stock Option to Buy	$32.09							02/26/2015	02/25/2020	Common Stock	6,250		6,250	D
Stock Option to Buy	$35.09							03/30/2016	03/29/2021	Common Stock	6,250		6,250	D
Stock Option to Buy	$35.39							03/28/2017	03/27/2022	Common Stock	6,803		6,803	D
Stock Option to Buy	$37.74							02/27/2018	02/26/2023	Common Stock	6,803		6,803	D
Stock Option to Buy	$44.43							03/26/2017	03/25/2024	Common Stock	2,008⁽⁵⁾		2,008	D
Stock Option to Buy	$44.43							03/26/2018	03/25/2024	Common Stock	2,008⁽⁵⁾		2,008	D
Stock Option to Buy	$44.43							03/26/2019	03/25/2024	Common Stock	2,010⁽⁵⁾		2,010	D
Stock Option to Buy	$46.61	02/26/2015		A		1,978⁽⁵⁾		02/26/2018	02/25/2025	Common Stock	1,978	$0	1,978	D
Stock Option to Buy	$46.61	02/26/2015		A		1,978⁽⁵⁾		02/26/2019	02/25/2025	Common Stock	1,978	$0	1,978	D
Stock Option to Buy	$46.61	02/26/2015		A		1,980⁽⁵⁾		02/26/2020	02/25/2025	Common Stock	1,980	$0	1,980	D

Explanation of Responses:

1. Restricted shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.

2. For purposes of establishing a value of the stock award, the Company has determined that $46.61 per share, or 100% of the fair market value of the Company's common stock on 2/26/2015 the date of grant for the award, is appropriate.

3. Includes shares acquired pursuant to the Company's 401(k) Plan & Trust during the fiscal year in transactions exempt from 16b under old Rule 16a8(b). Share totals are reported as of the 12/31/2014 plan valuation date.

4. Options will vest and become exerciseable in three separate installments as follows: 12,500 on 2/28/2011; 12,500 on 2/28/2012; and 12,500 on 2/28/2013. All options awarded pursuant to this grant have vested.

5. Options granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.

Remarks:

	Victoria A. Faw, Attorney-in-Fact	03/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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