CITY HOLDING CO — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2012-03-28

Reporting Person: BUMGARNER DAVID L (SVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-28	Common Stock	A	1169	—	Disposed	9344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-28	Stock Option to Buy	$35.39	A	1555	Acquired	2022-03-27	Common Stock (1555)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	115	Indirect
Common Stock	1574.5883	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$32.925	2015-01-30	Common Stock (10000)	10000	Direct
Stock Option to Buy	$36.90	2015-12-20	Common Stock (2500)	2500	Direct
Stock Option to Buy	$40.88	2018-03-25	Common Stock (1500)	1500	Direct
Stock Option to Buy	$28.15	2019-03-24	Common Stock (1250)	1250	Direct
Stock Option to Buy	$32.09	2020-02-25	Common Stock (1250)	1250	Direct
Stock Option to Buy	$35.09	2021-03-29	Common Stock (1250)	1250	Direct

Footnotes

F1: For purposes of establishing a value of the stock award, the Company has determined that $35.39 per share, or 100% of the fair market value of the Company's common stock on 3/28/2012, the date of grant for the award, is appropriate.

F2: 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 as of the 12/31/2011 plan valuation date.

F3: Options will vest and become exerciseable in four separate installments as follows: 2,500 on 2/1/2005; 2,500 on 2/1/2006; 2,500 on 2/1/2007; and 2,500 on 2/1/2008. All options awarded pursuant to this grant have vested.