CITY HOLDING CO — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITY HOLDING CO (CHCO)
CIK: 0000726854
Period of Report: 2017-02-22

Reporting Person: STILWELL CRAIG G (EVP Retail Banking)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Common Stock	A	1867	—	Acquired	34796	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	Stock Option to Buy	$0.0	A	1253	Acquired	2027-02-21	Common Stock (1253.0)	Direct
2017-02-22	Stock Option to Buy	$0.0	A	1253	Acquired	2027-02-21	Common Stock (1253.0)	Direct
2017-02-22	Stock Option to Buy	$0.0	A	1253	Acquired	2027-02-21	Common Stock (1253.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option to Buy	$35.39	2022-03-27	Common Stock (3234.0)	3234	Direct
Stock Option to Buy	$37.74	2023-02-26	Common Stock (3234.0)	3234	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (967.0)	967	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (967.0)	1934	Direct
Stock Option to Buy	$44.43	2024-03-25	Common Stock (968.0)	2902	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1015.0)	1015	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1015.0)	2030	Direct
Stock Option to Buy	$46.61	2025-02-25	Common Stock (1017.0)	3047	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (1898.0)	1898	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (1898.0)	3796	Direct
Stock Option to Buy	$43.73	2026-02-23	Common Stock (1898.0)	5694	Direct

Footnotes

F1: Restricted shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.

F2: For purposes of establishing a value of the stock award, the Company has determined that $66.32 per share, or 100% of the fair market value of the Company's common stock on 2/22/2017, the date of grant for the award, is appropriate.

F3: Options shares granted from City Holding Company's 2013 Incentive Plan are subject to both time-based and performance-based vesting.