SEC Form 4 · accession 0001209191-17-014220

COMMERCIAL BANCSHARES INC \OH\ · CMOH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert E Beach

Officer — President and CEO · Director

Period of report

Feb 24, 2017

Accepted (ET)

Feb 24, 2017 · 2:02 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 Stock^F1,F2	Feb 24, 2017	D	52,118	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to buy)^F3	$21.35	Feb 24, 2017	D	1,500	D	Aug 8, 2016	Aug 8, 2023	Common Stock	1,500	D
Stock Option (Right to buy)^F4	$24.47	Feb 24, 2017	D	3,000	D	—	Aug 14, 2024	Common Stock	3,000	D
Stock Option (Right to buy)^F5	$27.40	Feb 24, 2017	D	4,500	D	—	Aug 13, 2025	Common Stock	4,500	D
Shares held under deferred compensation plan^F8,F6,F7	—	Feb 24, 2017	D	5,392	D	—	—	Common Stock	5,392	I

Explanation of responses

F1Includes 593.56364 shares acquired under the Issuer's dividend reinvestment plan covering dividends paid in 2016.
F2Under 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 First Defiance common stock, but the adjustments required under the terms of the merger agreement have yet to be finalized.
F3This option was disposed of in the merger in exchange for a cash payment of $44,475, 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).
F4This 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 $79,590, 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).
F5This 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 $106,200, 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).
F6Each unit credited to participant under this plan is the economic equivalent of one of issuer's common shares.
F7These shares are vested immediately and participant account balances are payable upon termination of service on the Company's Board of Directors.
F8Under 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.