SEC Form 4 · accession 0001564885-16-000004
METRO BANCORP, INC. · METR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Rodney Messick
Director
Period of report
Feb 13, 2016
Accepted (ET)
Feb 17, 2016 · 12:57 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 StockF1 | Feb 13, 2016 | D | 4,984 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F3,F2 | $16.53 | Feb 13, 2016 | D | 5,000 | D | Feb 22, 2014 | Feb 22, 2023 | Common Stock | 5,000 | 0 | D |
| Director Stock Option (Right to Buy)F3,F2 | $19.55 | Feb 13, 2016 | D | 5,000 | D | Feb 21, 2015 | Feb 21, 2024 | Common Stock | 5,000 | 0 | 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 | 0 | D |
Explanation of responses
- 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 unexercised 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.