SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BUMGARNER DAVID L

(Last) (First) (Middle)
25 GATEWATER ROAD

(Street)
CROSS LANES WV 25313

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITY HOLDING CO [ CHCO ]
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
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2021
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/24/2021 M 385 A $44.43 9,850 D
Common Stock 2,376.7593(1) I by 401(k) Plan and Trust
Common Stock 115 I by IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 02/24/2021 A 507 (3) (3) Common Stock 507 $0 507 D
Restricted Stock Unit $0.0(2) (4) (4) Common Stock 514 514 D
Restricted Stock Unit $0.0(2) (5) (5) Common Stock 449 449 D
Restricted Stock Unit $0.0(2) (6) (6) Common Stock 361 361 D
Stock Option to Buy $44.43 02/24/2021 M 385 (7) 03/25/2024 Common Stock 385(7) $44.43 61 D
Stock Option to Buy $46.61 (8) 02/25/2025 Common Stock 342(8) 342 D
Stock Option to Buy $43.73 (9) 02/23/2026 Common Stock 1,650(9) 1,650 D
Stock Option to Buy $66.32 (10) 02/21/2027 Common Stock 1,664(10) 1,664 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 12/31/2020 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 24, 2022; February 24, 2023; and February 24, 2024.
4. One-third of these restricted stock units are scheduled to vest on each of February 26, 2021; February 26, 2022; and February 26, 2023.
5. One-third of these restricted stock units are scheduled to vest on each of February 27, 2020; February 27, 2021; and February 27, 2022.
6. One-third of these restricted stock units are scheduled to vest on each of February 28, 2019; February 28, 2020; and February 28, 2021.
7. 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.
8. 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.
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: 825 shares on each of 2/24/2019, 2/24/2020 and 2/24/2021.
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: 554 shares on each of 2/22/2020 and 2/22/2021 and 556 shares on 2/22/2022.
Remarks:
Victoria A. Faw, attorney-in-fact 02/25/2021
** 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).
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