SEC Form 4 · accession 0001051741-16-000462
FIRST NIAGARA FINANCIAL GROUP INC · FNFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George M Philip
Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 2, 2016 · 2:06 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 StockF1 | Aug 1, 2016 | D | 87,265 | — | D | 0 | D | |
| Series B Nonconvertible Preferred StockF2 | Aug 1, 2016 | D | 4,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock Option (Right to Buy)F3 | $13.60 | Aug 1, 2016 | D | 33,060 | D | — | May 15, 2017 | Common Stock | 33,060 | 0 | 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 award was converted into 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 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. Pursuant to the Merger, each issued and outstanding share of issuer Series B Nonconvertible Preferred Stock was converted into one share of a newly issued series of Fixed-to-Floating Rate Perpetual Noncumulative Preferred Stock, Series C of KeyCorp. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer preferred stock.
- F3This option, which provided for vesting in three equal annual installments beginning May 15, 2008, was assumed by KeyCorp in the Merger and replaced with an option to purchase 29,092 shares of KeyCorp common stock for $15.46 per share.