CITY HOLDING CO — Director's Dealing 2017

May 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2017-05-23

Reporting Person: LEGGE JEFFREY DALE (SVP, CAO & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-23	Common Stock	M	1196	$35.39	Acquired	9246	Direct
2017-05-23	Common Stock	M	383	$44.43	Acquired	9629	Direct
2017-05-23	Common Stock	S	1579	$65.60	Disposed	8050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-23	Stock Option to Buy	$35.39	M	1196	Disposed	2022-03-27	Common Stock (1196.0)	Direct
2017-05-23	Stock Option to Buy	$44.43	M	383	Disposed	2024-03-25	Common Stock (383.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7276.4189	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$37.74	2023-02-26	Common Stock (1196.0)	1196	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (383.0)	383	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (383.0)	766	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (384.0)	384	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (384.0)	768	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (386.0)	1154	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (755.0)	755	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (755.0)	1510	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (755.0)	2266	Direct
Stock Option to Buy	$66.32	2027-02-21	Common Stock (512.0)	512	Direct
Stock Option to Buy	$66.32	2027-02-21	Common Stock (512.0)	1024	Direct
Stock Option to Buy	$66.32	2027-02-21	Common Stock (512.0)	1536	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 12/31/2016 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.