- Statement of Changes in Beneficial Ownership (4)
May 01 2009 - 2:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HAGEBOECK CHARLES R
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2. Issuer Name
and
Ticker or Trading Symbol
CITY HOLDING CO
[
CHCO
]
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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
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(Last)
(First)
(Middle)
25 GATEWATER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2009
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(Street)
CROSS LANES, WV 25313
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1294.3814
(1)
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I
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by 401(k) Plan & Trust
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Common Stock
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7950
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I
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by spouse, Samantha
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Common Stock
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4/29/2009
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A
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22250
(5)
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A
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$0
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31250
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option to Buy
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$28
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(2)
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2/25/2013
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Common Stock
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10000
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10000
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D
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Stock Option to Buy
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$33.90
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(2)
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2/24/2014
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Common Stock
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10000
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10000
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D
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Stock Option to Buy
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$32.925
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(3)
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1/30/2015
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Common Stock
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50000
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50000
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D
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Stock Option to Buy
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$39.34
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(4)
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2/27/2017
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Common Stock
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37500
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37500
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D
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Stock Option to Buy
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$28.15
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3/25/2014
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3/24/2019
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Common Stock
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6250
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6250
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D
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Explanation of Responses:
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(
1)
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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 12/31/2008 plan valuation date.
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(
2)
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Option awards are subject to value vesting and vest only when the stock achieves certain target threshholds. All options awarded pursuant to this grant have achieved their target threshholds and are vested.
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(
3)
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Options will vest and become exerciseable in six separate installments as follows: 5,000 on 1/31/2005; 9,000 on 2/1/2006; 9,000 on 2/1/2007; 9,000 on 2/1/2008; 9,000 on 2/1/2009; and 9,000 on 2/1/2010.
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(
4)
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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.
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(
5)
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Restricted stock award with vesting as follows: 4/30/16 - 2,000 shares; 4/30/17 - 4,000 shares; 4/30/18 - 6,000 shares; 4/30/19 - 10,250 shares. Cumulative vesting on involuntary termination after a change of control: before 4/30/10 - 4,450 shares; 5/1/10 to 4/30/11 - 8,900 shares; 5/1/11 to 4/30/12 - 13,350 shares; 5/1/12 to 4/30/13 - 17,800 shares; after 5/1/13 - 22,250 shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HAGEBOECK CHARLES R
25 GATEWATER ROAD
CROSS LANES, WV 25313
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X
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President & CEO
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Signatures
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Victoria A. Faw, Attorney-in-Fact
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5/1/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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