Sandra D. Kuohn - Jun 9, 2021 Form 4 Insider Report for TCF FINANCIAL CORP (TCF)

Role: EVP, Chief HCM Officer
Signature: Sandra D. Kuohn by POA Kirk D. Johnson
Stock symbol: TCF
Transactions as of: Jun 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/9/2021, 07:31 PM
Previous filing: May 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TCF	Common Stock	Award	$0	+14.2K	+27.32%	$0.00	66.2K	Jun 9, 2021	Direct	F1
transaction	TCF	Common Stock	Disposed to Issuer		-66.2K	-100%		0	Jun 9, 2021	Direct	F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TCF	Restricted Stock Service-Based Units (2/2017)	Disposed to Issuer		-1.19K	-100%		0	Jun 9, 2021	Common Stock	1.19K		Direct	F4, F5
transaction	TCF	Restricted Stock Service-Based Units (2018)	Disposed to Issuer		-398	-100%		0	Jun 9, 2021	Common Stock	398		Direct	F4, F6
transaction	TCF	Restricted Stock Service-Based Units (2019)	Disposed to Issuer		-1.12K	-100%		0	Jun 9, 2021	Common Stock	1.12K		Direct	F4, F7
transaction	TCF	Stock Options (2/2017)	Disposed to Issuer		-2.22K	-100%		0	Jun 9, 2021	Common Stock	2.22K	$53.72	Direct	F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sandra D. Kuohn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	Includes 46,225 service-based restricted stock units and accrued dividend equivalent units of the issuer (the "Issuer RSUs").
F3	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.
F4	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.
F5	These Issuer RSUs provided for cliff vesting on 2/21/2022.
F6	These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/27/2019.
F7	These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/25/2020.
F8	This option provided for vesting in 5 equal annual installments beginning on 2/21/2018.
F9	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.