SEC Form 4 · accession 0001051741-16-000466

FIRST NIAGARA FINANCIAL GROUP INC · FNFG

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

Reporting owner

Gregory W Norwood

Officer — SEVP, Chief Financial Officer

Period of report

Aug 1, 2016

Accepted (ET)

Aug 2, 2016 · 2:07 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	D/I	Nature of ownership
Common Stock^F1	Aug 1, 2016	D	296,929	—	D	D
Series B Nonconvertible Preferred Stock^F2	Aug 1, 2016	D	2,000	—	D	D
Common Stock^F3	Aug 1, 2016	D	371	—	D	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)^F4	$13.84	Aug 1, 2016	D	33,096	D	—	Apr 4, 2021	Common Stock	33,096	D
Non-qualified Stock Option (Right to Buy)^F5	$8.86	Aug 1, 2016	D	28,495	D	—	Mar 28, 2023	Common Stock	28,495	D
Non-qualified Stock Option (Right to Buy)^F6	$9.27	Aug 1, 2016	D	53,060	D	—	Mar 28, 2024	Common Stock	53,060	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. 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.
F3Disposed of pursuant to the Merger, in which issuer was merged with and into KeyCorp. 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 directly any shares of issuer common stock.
F4This 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 29,124 shares of KeyCorp common stock for $15.73 per share.
F5This 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 25,075 shares of KeyCorp common stock for $10.07 per share.
F6This 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 46,692 shares of KeyCorp common stock for $10.54 per share.