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Filing Details

Accession Number:: 0000019612-21-000173
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-06-09 19:34:09
Reporting Period:: 2021-06-08

Accepted Time:: 2021-06-09 19:34:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
19612	Tcf Financial Corp	TCF	National Commercial Banks (6021)	382022454

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1454988	C Thomas Shafer	333 W. Fort Street, Suite 1800 Detroit MI 48226	Coo, Executive Vice Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2021-06-08	66,969	$46.16	157,289	No	4	S	Direct
Common Stock	Acquisiton	2021-06-09	29,224	$0.00	186,513	No	4	A	Direct
Common Stock	Disposition	2021-06-09	186,513	$0.00	0	No	4	D	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	A	Direct
No	4	D	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Service-Based Units (1/2017)	Disposition	2021-06-09	3,671	$0.00	3,671	$0.00
Common Stock	Restricted Stock Service-Based Units (2/2017)	Disposition	2021-06-09	632	$0.00	632	$0.00
Common Stock	Restricted Stock Service-Based Units (8/2017)	Disposition	2021-06-09	343	$0.00	343	$0.00
Common Stock	Restricted Stock Service-Based Units (2018)	Disposition	2021-06-09	3,210	$0.00	3,210	$0.00
Common Stock	Restricted Stock Service-Based Units (2019)	Disposition	2021-06-09	5,348	$0.00	5,348	$0.00
Common Stock	Stock Options (2/2017)	Disposition	2021-06-09	8,881	$0.00	8,881	$53.72
Common Stock	Stock Options (8/2017)	Disposition	2021-06-09	5,723	$0.00	5,723	$46.95

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	D	Direct
	No	4	D	Direct
	No	4	D	Direct
	No	4	D	Direct
	No	4	D	Direct
2027-02-22	No	4	D	Direct
2027-08-10	No	4	D	Direct

Footnotes

The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.39, inclusive. The reporting person undertakes to provide to TCF Financial Corporation, any shareholder of TCF Financial Corporation, or the Staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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 173,148 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.
These Issuer RSUs provided for cliff vesting on 8/31/2021.
These Issuer RSUs provided for cliff vesting on 2/21/2022.
These Issuer RSUs provided for cliff vesting on 8/9/2022.
These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/27/2019.
These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/25/2020.
This option provided for vesting in 5 equal annual installments beginning on 2/21/2018.
Pursuant to the terms of the Merger Agreement, each issuer option outstanding and unexercised immediately prior to the Effective Time (an "Issuer Stock Option") was assumed and converted automatically into an option (an "Adjusted Stock Option") to purchase, on the same terms and conditions as were applicable under such Issuer Stock Option immediately prior to the Effective Time (including vesting terms), the number of shares of Huntington common stock (rounded down to the nearest whole 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 Stock Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, which Adjusted Stock Option shall have an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price of such Issuer Stock Option immediately prior to the Effective Time, by (2) the Exchange Ratio.
This option provided for vesting in 5 equal annual installments beginning on 8/9/2018.