SEC Form 4 · accession 0001232971-16-000007

METRO BANCORP, INC. · METR

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

Reporting owner

Director

Period of report

Feb 13, 2016

Accepted (ET)

Feb 17, 2016 · 12:40 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001085706

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 13, 2016	D	23,924	—	D	0	D
Common Stock^F1	Feb 13, 2016	D	844	—	D	0	I	Carol Adair (Wife)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Option (Right to Buy)^F3,F2	$31.25	Feb 13, 2016	D	4,000	D	Feb 17, 2007	Feb 17, 2016	Common Stock	4,000	D
Director Stock Option (Right to Buy)^F3,F2	$28.51	Feb 13, 2016	D	4,250	D	Feb 16, 2008	Feb 16, 2017	Common Stock	4,250	D
Director Stock Option (Right to Buy)^F3,F2	$27.00	Feb 13, 2016	D	4,475	D	Feb 22, 2009	Feb 22, 2018	Common Stock	4,475	D
Director Stock Option (Right to Buy)^F3,F2	$11.77	Feb 13, 2016	D	2,500	D	Mar 27, 2013	Mar 27, 2022	Common Stock	2,500	D
Director Stock Option (Right to Buy)^F3,F2	$16.53	Feb 13, 2016	D	2,500	D	Feb 22, 2014	Feb 22, 2023	Common Stock	2,500	D
Director Stock Option (Right to Buy)^F3,F2	$19.55	Feb 13, 2016	D	3,750	D	Feb 21, 2015	Feb 21, 2024	Common Stock	3,750	D
Director Stock Option (Right to Buy)^F3,F2	$25.43	Feb 13, 2016	D	4,900	D	Feb 13, 2016	Feb 21, 2025	Common Stock	4,900	D

F1Disposed of pursuant to the Agreement and Plan of Merger between issuer and F.N.B. Corporation ("FNB")dated as of August 4, 2015 pursuant to which issuer was merged into FNB on February 13, 2016. Pursuant to the merger agreement, each issued and outstanding share of issuer common stock was converted into 2.373 shares of FNB common stock. Following the merger, the reporting person no longer owns directly or indirectly any shares of issuer common stock.
F2Pursuant to the merger agreement with FNB, each option to purchase issuer common stock outstanding and exercisable immediately prior to the effective time of the merger was assumed by FNB and converted into an option to purchase shares of FNB common stock. The number of FNB options into which the issuer options were converted was determined by multiplying each issuer option by 2.373. Any fractional shares of FNB common stock resulting from this multiplication was rounded down to the nearest share.
F3The exercise price for the FNB options into which the issuer options were converted is the amount (rounded up to the nearest whole cent)equal to the per share exercise price under each issuer option divided by 2.373.