CITY HOLDING CO — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2016-05-20

Reporting Person: HAGEBOECK CHARLES R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-20	Common Stock	S	2503	$47.8078	Disposed	83132	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5650	Indirect
Common Stock	15	Indirect
Common Stock	1652.1629	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$35.39	2022-03-27	Common Stock (6803.0)	6803	Direct
Stock Option to Buy	$37.74	2023-02-26	Common Stock (6803.0)	6803	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (2008.0)	2008	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (2008.0)	4016	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (2010.0)	6026	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1978.0)	1978	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1978.0)	3956	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1980.0)	5936	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (3660.0)	3660	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (3660.0)	7320	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (3660.0)	10980	Direct

Footnotes

F1: 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 12/31/2015 plan valuation date.

F2: Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.