SEC Form 4 · accession 0001209191-17-014636
COMMERCIAL BANCSHARES INC \OH\ · CMOH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark E Dillon
Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 27, 2017 · 1:40 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 | 29,573 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares held under deferred compensation planF4,F2,F3 | — | Feb 24, 2017 | D | 14,566 | D | — | — | Common Stock | 14,566 | 0 | I |
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 5,914 of these shares in exchange for cash and 23,659 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.
- F2Each unit credited to participant under this plan is the economic equivalent of one of issuer's common shares.
- F3These shares are vested immediately and participant account balances are payable upon termination of service on the Company's Board of Directors.
- F4Under 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 2,913.822 of these shares in exchange for cash and 11,652 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.