Statement of Changes in Beneficial Ownership (4)
03 March 2021 - 4:20AM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
BUMGARNER DAVID L |
2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO
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CHCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer |
(Last)
(First)
(Middle)
25 GATEWATER ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/28/2021 |
(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 | 2/28/2021 | | M | | 121 | A | $0 (1) | 8971 | D | |
Common Stock | 2/28/2021 | | A | | 1327 | A | $0 (2) | 10298 | D | |
Common Stock | | | | | | | | 2376.7593 (3) | I | by 401(k) Plan and Trust |
Common Stock | | | | | | | | 115 | I | by IRA |
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 (4) | | | | | | | (5) | (5) | Common Stock | 507.0 | | 507 | D | |
Restricted Stock Unit | $0.0 (4) | | | | | | | (6) | (6) | Common Stock | 514.0 | | 514 | D | |
Restricted Stock Unit | $0.0 (4) | | | | | | | (7) | (7) | Common Stock | 449.0 | | 449 | D | |
Restricted Stock Unit | $0.0 (4) | 2/28/2021 | | M | | | 121 | (8) | (8) | Common Stock | 121.0 | $0 | 240 | D | |
Stock Option to Buy | $44.43 | | | | | | | (9) | 3/25/2024 | Common Stock | 61.0 (9) | | 61 | D | |
Stock Option to Buy | $46.61 | | | | | | | (10) | 2/25/2025 | Common Stock | 342.0 (10) | | 342 | D | |
Stock Option to Buy | $43.73 | | | | | | | (11) | 2/23/2026 | Common Stock | 1650.0 (11) | | 1650 | D | |
Stock Option to Buy | $66.32 | | | | | | | (12) | 2/21/2027 | Common Stock | 1664.0 (12) | | 1664 | D | |
Explanation of Responses: |
(1) | Shares were received for no consideration upon vesting of the restricted stock units and the satisfaction of a two-year holding period. |
(2) | Shares were received for no consideration upon satisfaction of performance criteria underlying the award of performance share units. |
(3) | 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 12/31/2020 plan valuation date. |
(4) | Each restricted stock unit represents the right to receive, at settlement, one share of common stock. |
(5) | One-third of these restricted stock units are scheduled to vest on each of February 24, 2022; February 24, 2023; and February 24, 2024. |
(6) | One-third of these restricted stock units are scheduled to vest on each of February 26, 2021; February 26, 2022; and February 26, 2023. |
(7) | One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022. |
(8) | One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 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 shall vest as follows: 485 shares on each of 3/26/2017, 3/26/2018 and 3/26/2019. |
(10) | 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: 341 shares on each of 2/26/2018 and 2/26/2019 and 342 shares on 2/26/2020. |
(11) | 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: 825 shares on each of 2/24/2019, 2/24/2020 and 2/24/2021. |
(12) | 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: 554 shares on each of 2/22/2020 and 2/22/2021 and 556 shares on 2/22/2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BUMGARNER DAVID L 25 GATEWATER ROAD CROSS LANES, WV 25313 |
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| EVP & Chief Financial Officer |
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Signatures
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Victoria A. Faw, attorney-in-fact | | 3/2/2021 |
**Signature of Reporting Person | Date |
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