FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

DAHL CRAIG R
2. Issuer Name and Ticker or Trading Symbol

TCF FINANCIAL CORP [ TCF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

333 W FORT STREET, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2019
(Street)

DETROIT, MI 48226
(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   8/1/2019     A    256158   A   (1) (8) 256158   D  
 
Common Stock   8/1/2019     A    78326   A   (2) (8) 78326   D  
 
Common Stock   8/1/2019     A    13504.742   (3) A   (4) (8) 13504.742   I   By KSOP as of 06/30/2019  
Common Stock   8/1/2019     A    55365.93   (3) A   (5) (8) 55365.93   I   By SERP Trust as of 06/30/2019   (6)
Common Stock   8/1/2019     A    57161.25   (3) A   (7) (8) 57161.25   I   Deferred Stock Comp. Plan   (6)

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

Explanation of Responses:
(1)  Reflects common shares and unvested restricted common shares of TCF Financial Corporation, a Michigan corporation ("new TCF", formerly known as Chemical Financial Corporation), received in exchange for 385,044 common shares and 119,104 unvested restricted common shares of TCF Financial Corporation, a Delaware corporation ("Legacy TCF"), at the effective time of the merger of Legacy TCF into new TCF (the "Merger"), pursuant to the agreement and plan of merger (the "Merger Agreement") between Legacy TCF and new TCF. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF, with cash paid in lieu of fractional shares.
(2)  Reflects service-based restricted stock units of new TCF received in exchange for 154,155 service-based restricted stock units of Legacy TCF, at the effective time of the Merger, pursuant to the Merger Agreement. Service-based restricted stock units of new TCF are convertible into shares of new TCF's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF rounded, as applicable, to the nearest whole share.
(3)  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.
(4)  Received in exchange for 26,578.906 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.
(5)  Received in exchange for 108,966.602 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.
(6)  The shares noted are derivative securities based on the Reporting Person's benefits under a non-qualified plan.
(7)  Received in exchange for 112,500 shares of Legacy TCF common stock, at the effective time of the Merger, pursuant to the Merger Agreement. Represents an exchange ratio of 0.5081 new TCF common shares per common share of Legacy TCF.
(8)  The closing price per common share of Legacy TCF on the day immediately preceding the effective date of the Merger (the last closing price available) was $21.38 per share, and the closing price per common share of new TCF on the effective date of the Merger was $41.18 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DAHL CRAIG R
333 W FORT STREET
SUITE 1800
DETROIT, MI 48226
X
CEO and President

Signatures
Craig R. Dahl by POA Kirk D. Johnson 8/5/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Chemical Financial (NASDAQ:CHFC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Chemical Financial Charts.
Chemical Financial (NASDAQ:CHFC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Chemical Financial Charts.