FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wilson William Blake 		2. Issuer Name and Ticker or Trading Symbol

TIAA FSB Holdings, Inc. [ EVER ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

501 RIVERSIDE AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/9/2017
(Street)

JACKSONVILLE, FL 32202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share   6/9/2017     D    461644   D $19.5   (1) 0   D    
Common Stock, par value $0.01 per share   6/9/2017     D    54944   D $19.5   (1) 0   I   Wilson Family Irrevocable Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance-Based Restricted Common Stock Unit   $0   6/9/2017     D         28288      (2)   (2) Common Stock, par value $0.01 per share   28288     (3) 0   D    
Restricted Common Stock Unit   $0   6/9/2017     D         34462      (4)   (4) Common Stock, par value $0.01 per share   34462     (5) 0   D    
Restricted Common Stock Unit   $0   6/9/2017     D         42432      (6)   (6) Common Stock, par value $0.01 per share   42432     (5) 0   D    
Employee Stock Option (right to buy)     (7) 6/9/2017     D         613333      (7) 7/20/2018   Common Stock, par value $0.01 per share   613333     (8) 0   D    
Employee Stock Option (right to buy)   $7.92   6/9/2017     D         75000      (9) 1/1/2019   Common Stock, par value $0.01 per share   75000     (8) 0   D    
Employee Stock Option (right to buy)   $10.63   6/9/2017     D         75000      (10) 1/1/2020   Common Stock, par value $0.01 per share   75000     (8) 0   D    
Employee Stock Option (right to buy)   $13.83   6/9/2017     D         116731    2/27/2015   2/27/2022   Common Stock, par value $0.01 per share   116731     (8) 0   D    
Employee Stock Option (right to buy)   $16.71   6/9/2017     D         66401    3/6/2016   3/6/2023   Common Stock, par value $0.01 per share   66401     (8) 0   D    
Employee Stock Option (right to buy)   $18.60   6/9/2017     D         79301    3/7/2017   3/7/2024   Common Stock, par value $0.01 per share   79301     (8) 0   D    
Employee Stock Option (right to buy)   $18.08   6/9/2017     D         104166      (11) 3/9/2025   Common Stock, par value $0.01 per share   104166     (8) 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)  28,288 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)  34,462 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)  42,432 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)  The following employee stock options (each, a "Company Stock Option") were granted by the Company to purchase shares of Company Common Stock under the Company's stock plans on October 31, 2008: 230,000 Company Stock Options with an exercise price of $8.55 per share (which became fully exercisable as to 100% of the shares subject thereto on July 21, 2010); and 383,333 Company Stock Options with an exercise price of $10.55 per share (which became fully exercisable as to 30% and 70% of the shares subject thereto on July 21, 2010 and July 21, 2011, respectively). These Company Stock Options were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement.
(8)  Pursuant to the Merger Agreement, at the Effective Time, each outstanding 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.
(9)  75,000 Company Stock Options granted by the Company on January 2, 2009, which became fully exercisable as to 33.3%, 33.3% and 33.3% of the shares subject thereto on January 2, 2010, January 2, 2011 and January 2, 2012, were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement.
(10)  75,000 Company Stock Options granted by the Company on January 2, 2010, which became fully exercisable as to 33.3%, 33.3% and 33.3% of the shares subject thereto on January 2, 2011, January 2, 2012 and January 2, 2013, were canceled in connection with the Merger in exchange of a cash payment pursuant to the Merger Agreement.
(11)  104,166 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson William Blake
501 RIVERSIDE AVENUE
JACKSONVILLE, FL 32202 		X
President and COO

Signatures
/s/ Mark Baum, as Attorney-in-Fact 6/12/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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