Statement of Changes in Beneficial Ownership (4)
February 28 2020 - 1:33PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
*
HAGEBOECK CHARLES R |
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 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2020 |
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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 | | | | | | | | 50800 | D | |
| Common Stock | | | | | | | | 100 | I | by son, Robert B. Hageboeck |
| Common Stock | | | | | | | | 100 | I | by daughter, Katherine E. Hageboeck |
| Common Stock | | | | | | | | 100 | I | by daughter, Emily F. Hageboeck |
| Common Stock | | | | | | | | 5650 | I | by spouse, Samantha D. Hageboeck |
| Common Stock | | | | | | | | 1822.8645 (1) | I | by 401(k) Plan and Trust |
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) | 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 |
| Restricted Stock Unit | $0.0 (2) | 2/26/2020 | | A | | 2043 | | (3) | (3) | Common Stock | 2043.0 | $0 | 2043 | D | |
| Restricted Stock Unit | $0.0 (2) | | | | | | | (4) | (4) | Common Stock | 1864.0 | | 1864 | D | |
| Restricted Stock Unit | $0.0 (2) | | | | | | | (5) | (5) | Common Stock | 1749.0 | | 1749 | D | |
| Stock Option to Buy | $44.43 | | | | | | | (6) | 3/25/2024 | Common Stock | 2010.0 (6) | | 2010 | D | |
| Stock Option to Buy | $46.61 | | | | | | | (7) | 2/25/2025 | Common Stock | 1980.0 (7) | | 1980 | D | |
| Stock Option to Buy | $43.73 | | | | | | | (8) | 2/23/2026 | Common Stock | 7320.0 (8) | | 7320 | D | |
| Stock Option to Buy | $66.32 | | | | | | | (9) | 2/21/2027 | Common Stock | 7572.0 (9) | | 7572 | D | |
| Explanation of Responses: |
| (1) | 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 12/31/2019 plan valuation date. |
| (2) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
| (3) | One-third of these restricted stock units are scheduled to vest on each of February 26, 2021; February 26, 2022; and February 26, 2023. |
| (4) | One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022. |
| (5) | One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021. |
| (6) | Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares shall vest as follows: 2,008 shares on each of 3/26/2017 and 3/26/2018 and 2,010 shares on 3/26/2019. |
| (7) | Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares will vest as follows: 1,978 shares on 2/26/2019 and 1,980 shares on 2/26/2020. |
| (8) | Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares will vest as follows: 3,660 shares on each of 2/24/2019; 2/24/2020; and 2/24/2021. |
| (9) | Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting. Options shares will vest as follows: 2,524 shares on each of 2/22/2020; 2/22/2021; and 2/22/2022. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
HAGEBOECK CHARLES R
25 GATEWATER ROAD
CROSS LANES, WV 25313 | X |
| President & CEO |
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Signatures
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| Victoria A. Faw, attorney-in-fact | | 2/28/2020 |
| **Signature of Reporting Person | Date |
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