SEC Form 4 · accession 0001051741-16-000459

FIRST NIAGARA FINANCIAL GROUP INC · FNFG

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

Reporting owner

Gary M Crosby

Officer — President & CEO

Period of report

Aug 1, 2016

Accepted (ET)

Aug 2, 2016 · 2:05 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001051741

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Aug 1, 2016	D	578,133	—	D	0	D
Common Stock^F2	Aug 1, 2016	D	943	—	D	0	I	By ESOP

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-qualified Stock Option (Right to Buy)^F3	$11.29	Aug 1, 2016	D	24,033	D	—	Jul 13, 2019	Common Stock	24,033	D
Non-qualified Stock Option (Right to Buy)^F4	$14.44	Aug 1, 2016	D	35,406	D	—	Jan 25, 2020	Common Stock	35,406	D
Non-qualified Stock Option (Right to Buy)^F5	$13.79	Aug 1, 2016	D	45,933	D	—	Jan 24, 2021	Common Stock	45,933	D
Non-qualified Stock Option (Right to Buy)^F6	$9.84	Aug 1, 2016	D	82,710	D	—	Mar 30, 2022	Common Stock	82,710	D
Non-qualified Stock Option (Right to Buy)^F7	$8.86	Aug 1, 2016	D	115,207	D	—	Mar 28, 2023	Common Stock	115,207	D
Non-qualified Stock Option (Right to Buy)^F8	$9.27	Aug 1, 2016	D	244,141	D	—	Mar 28, 2024	Common Stock	244,141	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock unit award was converted into a KeyCorp restricted stock unit for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock unit award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
F2Disposed of pursuant to the Merger Agreement, in which issuer was merged with and into KeyCorp, effective August 1, 2016. Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. As a result of the Merger, the reporting person no longer beneficially owns indirectly any shares of issuer common stock.
F3This option, which provided for vesting in three equal annual installments beginning July 13, 2010, was assumed by KeyCorp in the Merger and replaced with an option to purchase 21,149 shares of KeyCorp common stock for $12.83 per share.
F4This option, which provided for vesting in three equal annual installments beginning January 25, 2011, was assumed by KeyCorp in the Merger and replaced with an option to purchase 31,157 shares of KeyCorp common stock for $16.41 per share.
F5This option, which provided for vesting in three equal annual installments beginning January 24, 2012, was assumed by KeyCorp in the Merger and replaced with an option to purchase 40,421 shares of KeyCorp common stock for $15.68 per share.
F6This option, which provided for vesting in three equal annual installments beginning March 30, 2013, was assumed by KeyCorp in the Merger and replaced with an option to purchase 72,784 shares of KeyCorp common stock for $11.19 per share.
F7This option, which provided for vesting in three equal annual installments beginning March 28, 2014, was assumed by KeyCorp in the Merger and replaced with an option to purchase 101,382 shares of KeyCorp common stock for $10.07 per share.
F8This option, which provided for vesting in three equal annual installments beginning March 28, 2015, was assumed by KeyCorp in the Merger and replaced with an option to purchase 214,844 shares of KeyCorp common stock for $10.54 per share.