SEC Form 4 · accession 0001209191-17-014217
COMMERCIAL BANCSHARES INC \OH\ · CMOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce J Beck
Officer — Staff Counsel
Period of report
Feb 24, 2017
Accepted (ET)
Feb 24, 2017 · 1:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001009976
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 24, 2017 | D | 20 | — | D | 0 | I | By spouse |
| Common StockF2,F3 | Feb 24, 2017 | D | 4,972 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $17.40 | Feb 24, 2017 | D | 1,200 | D | Aug 11, 2014 | Aug 11, 2021 | Common Stock | 1,200 | 0 | D |
| Stock Option (Right to buy)F5 | $19.28 | Feb 24, 2017 | D | 900 | D | Aug 9, 2015 | Aug 9, 2022 | Common Stock | 900 | 0 | D |
| Stock Option (Right to buy)F6 | $21.35 | Feb 24, 2017 | D | 1,000 | D | Aug 8, 2016 | Aug 8, 2023 | Common Stock | 1,000 | 0 | D |
| Stock Option (Right to buy)F7 | $24.47 | Feb 24, 2017 | D | 1,500 | D | — | Aug 14, 2024 | Common Stock | 1,500 | 0 | D |
| Stock Option (Right to buy)F8 | $27.40 | Feb 24, 2017 | D | 1,500 | D | — | Aug 13, 2025 | Common Stock | 1,500 | 0 | D |
Explanation of responses
- F1Under the terms of the merger agreement with First Defiance Financial Corp., each shareholder of the Issuer has the right to elect to receive either $51.00 in cash or 1.1808 shares of First Defiance common stock (or a combination thereof) in exchange for each share of Issuer common owned. All elections are subject to certain adjustments under the merger agreement necessary to cause 80% of the total consideration to be paid in First Defiance Shares and the remaining 20% of the total consideration to be paid in cash. The insider has made an election to dispose of these shares in exchange for cash, but the adjustments required under the terms of the merger agreement have yet to be finalized.
- F2Total includes 63.48923 shares purchased with dividends for the second, third, and fourth quarters 2016 pursuant to the Company's dividend reinvestment program.
- F3Under the terms of the merger agreement with First Defiance Financial Corp., each shareholder of the Issuer has the right to elect to receive either $51.00 in cash or 1.1808 shares of First Defiance common stock (or a combination thereof) in exchange for each share of Issuer common owned. All elections are subject to certain adjustments under the merger agreement necessary to cause 80% of the total consideration to be paid in First Defiance Shares and the remaining 20% of the total consideration to be paid in cash. The insider has made an election to dispose of 350.6334 of these shares in exchange for cash and 4,621 of these shares in exchange for First Defiance Shares, but the adjustments required under the terms of the merger agreement have yet to be finalized.
- F4This option was disposed of in the merger in exchange for a cash payment of $40,320, representing the difference between the exercise price of the option and the Cash Consideration as provided for pursuant to the merger agreement between issuer and First Defiance Financial Corp. ($51.00).
- F5This option was disposed of in the merger in exchange for a cash payment of $28,548, representing the difference between the exercise price of the option and the Cash Consideration as provided for pursuant to the merger agreement between issuer and First Defiance Financial Corp. ($51.00).
- F6This option was disposed of in the merger in exchange for a cash payment of $29,650, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and Fist Defiance Financial Corp. ($51.00).
- F7This option, which provided for vesting in three equal annual installments beginning August 14, 2015, was disposed of in the merger in exchange for a cash payment of $39,795, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and First Defiance Financial Corp. ($51.00).
- F8This option, which provided for vesting in three equal annual installments beginning August 13, 2016, was disposed of in the merger in exchange for a cash payment of $35,400, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and First Defiance Financial Corp. ($51.00).