SEC Form 4 · accession 0001051741-16-000467

FIRST NIAGARA FINANCIAL GROUP INC · FNFG

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

Reporting owner

Officer — Principal Accounting 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	15,724	—	D	D
Common Stock^F2	Aug 1, 2016	D	1,400	—	D	I	Spouse
Common Stock^F2	Aug 1, 2016	D	640	—	D	I	By ESOP

No Table II lines on this filing.

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.