SEC Form 4 · accession 0000899243-16-027566

· FMER

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

Reporting owner

Karen S Belden

Director

Period of report

Mar 21, 2016

Accepted (ET)

Aug 18, 2016 · 5:44 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000354869

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Mar 21, 2016	J	183	$21.28	A	23,099	I	by Managed Account
Common Stock	Jun 20, 2016	J	189	$20.80	A	23,288	I	by Managed Account
Common Stock^F2	Aug 16, 2016	D	45,657	—	D	0	D
Common Stock^F2	Aug 16, 2016	D	23,288	—	D	0	I	by Managed Account
Common Stock^F2	Aug 16, 2016	D	18,479	—	D	0	I	by Spouse
Restricted Stock^F3,F4,F5	Aug 16, 2016	D	2,843	—	D	0	D
Depositary Shares^F6,F7	Aug 16, 2016	D	800	—	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
Stock Option^F8,F9,F10	$20.0754	Aug 16, 2016	D	3,045	D	Oct 19, 2007	Apr 19, 2017	Common Stock	3,045	0	D

Explanation of responses

F1Allocated to the reporting person's account pursuant to a dividend reinvestment feature of the FirstMerit Corporation Director Deferred Compensation Plan.
F10This FirstMerit Stock Option ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $1,009.46 and (ii) 344 shares of Huntington common stock.
F2Pursuant to the Agreement and Plan of Merger, dated January 25, 2016 (the "Merger Agreement"), among Huntington Bancshares Incorporated ("Huntington"), FirstMerit Corporation ("FirstMerit") and West Subsidiary Corporation ("Merger Sub"), upon completion of the merger of Merger Sub with and into FirstMerit (the "Merger") as contemplated by the Merger Agreement, each share of FirstMerit common stock held by the reporting person was converted into the right to receive, without interest, 1.72 shares of the common stock, par value $0.01 per share, of Huntington (market value of $16.49 per 1.72 shares of Huntington common stock) and $5.00 in cash (the "Merger Consideration").
F3Upon completion of the Merger, (i) each award of restricted shares of FirstMerit common stock (each, a "FirstMerit Restricted Stock Award") and each award of FirstMerit restricted stock units (each, a "FirstMerit RSU Award") granted prior to January 25, 2016 fully vested upon completion of the Merger and was converted into the right to receive the Merger Consideration, less applicable tax withholdings, and
F4(Continued from Footnote 3) (ii) each FirstMerit Restricted Stock Award and each FirstMerit RSU Award granted on or following January 25, 2016 was converted into a restricted stock award or a restricted stock unit award (as applicable) relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Restricted Stock Award or FirstMerit RSU Award (as applicable) immediately prior to 12:01 a.m., August 16, 2016 (the "Effective Time"), multiplied by (b) 2.2414, with any fractional shares rounded to the nearest whole share of Huntington common stock.
F5This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 6,372 shares of Huntington common stock.
F6Each Depository Share represents a 1/40th interest in a share of FirstMerit's 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value (each, a "Preferred Share").
F7Pursuant to the Merger Agreement, upon completion of the merger of FirstMerit with and into Huntington, each Preferred Share indirectly held by the reporting person through Depositary Shares was converted into the right to receive, without interest, one share of 5.875% Series C Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of Huntington.
F8Upon completion of the Merger, (i) each option granted by FirstMerit to purchase FirstMerit common stock (each, a "FirstMerit Stock Option") with an exercise price per share that was less than the per share cash equivalent of the Merger Consideration was converted into the right to receive the Merger Consideration in respect of each net share covered by the FirstMerit Stock Option, less applicable tax withholdings, and
F9(Continued from Footnote 8) (ii) each FirstMerit Stock Option with an exercise price per share that was greater than or equal to the per share cash equivalent of the Merger Consideration was converted into an option to purchase the number of shares of Huntington common stock (rounded down to the nearest whole number) equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Stock Option, multiplied by (b) 2.2414, at an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (c) the exercise price per share of FirstMerit common stock subject to such FirstMerit Stock Option by (d) 2.2414.