SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2014

3. Issuer Name and Ticker or Trading Symbol
TALMER BANCORP, INC. [ TLMR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $1.00 per share	14,039,087	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase shares of Class A Common Stock	04/30/2010	04/30/2020	Class A Common Stock, par value $1.00 per share	1,623,162	$6	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Warrants to purchase shares of Class A Common Stock	02/21/2012	02/21/2022	Class A Common Stock, par value $1.00 per share	109,122	$8	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Warrants to purchase shares of Class A Common Stock	12/27/2012	12/27/2022	Class A Common Stock, par value $1.00 per share	797,132	$8	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

ROSS WILBUR L JR

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

El Vedado, LLC

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR Recovery Fund IV LP

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR Recovery Associates IV LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV PARALLEL ESC LP

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WL Ross Group, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WL ROSS & CO LLC

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Invesco Private Capital, Inc.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

INVESCO WLR IV Associates LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. WLR Recovery Fund IV, L.P. ("Fund IV") owns 13,982,931 shares of Class A Common Stock of the issuer and warrants to purchase 2,519,298 shares of Class A Common Stock of the Issuer (1,616,669 expiring on April 30, 2020, 108,686 expiring on February 21, 2022 and 793,943 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the president and chief executive officer of WL Ross & Co. LLC and the managing member of El Vedado, LLC. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. WLR Recovery Associates IV LLC is the general partner of Fund IV. WL Ross & Co. LLC serves as the investment manager to Fund IV. Accordingly, each of WL Ross & Co. LLC, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WLR Recovery Associates IV LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by Fund IV.

2. (FN 1 con'td) WLR IV Parallel ESC, L.P. (the "Parallel Fund") owns 56,156 shares of Class A Common Stock of the issuer and warrants to purchase 10,118 shares of Class A Common Stock of the issuer (6,493 expiring on April 30, 2020, 436 expiring on February 21, 2022 and 3,189 expiring on December 27, 2022). Wilbur L. Ross, Jr. is the managing member of El Vedado, LLC and the chairman and president of Invesco Private Capital, Inc. El Vedado, LLC is the general partner of WL Ross Group, L.P., which in turn is the managing member of WLR Recovery Associates IV LLC. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which in turn is the general partner of the Parallel Fund.

3. (FN 2 cont'd) INVESCO WLR IV Associates LLC and WLR Recovery Associates IV LLC have entered into a parallel investment agreement pursuant to which WLR Recovery Associates IV LLC has been appointed as representative and attorney of the Parallel Fund to, among other things, exercise all rights, powers and privileges with respect to the Class A Common Stock owned by the Parallel Fund and to take whatever action, including voting such Class A Common Stock, as WLR Recovery Associates IV LLC in its discretion deems fit. Accordingly, each of Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P., WLR Recovery Associates IV LLC, Invesco Private Capital, Inc. and INVESCO WLR IV Associates LLC may be deemed to be a beneficial owner of some or all the shares of Class A Common Stock owned by the Parallel Fund.

4. Each of the Reporting Persons disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

	/s/ Wilbur L. Ross, Jr.	02/11/2014
	** 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 5 (b)(v).
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