SEC Form 4 · accession 0000899243-16-027577
FIRSTMERIT CORP /OH/ · FMER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
N. James Brocklehurst
Officer — See Remarks
Period of report
Mar 21, 2016
Accepted (ET)
Aug 18, 2016 · 5:49 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 31, 2016 | J | 95 | $20.26 | A | 2,437 | I | by Managed Account |
| Common Stock | Jun 30, 2016 | J | 89 | $21.20 | A | 2,526 | I | by Managed Account |
| Common Stock | Aug 15, 2016 | J | 35 | $20.265 | A | 2,562 | I | by Managed Account |
| Common StockF2 | Aug 16, 2016 | D | 39,203 | — | D | 0 | D | |
| Common StockF2 | Aug 16, 2016 | D | 2,562 | — | D | 0 | I | by Managed Account |
| Restricted StockF3,F4,F5 | Aug 16, 2016 | D | 1,929 | — | D | 0 | D | |
| Restricted StockF3,F4,F6 | Aug 16, 2016 | D | 3,008 | — | D | 0 | D | |
| Restricted StockF3,F4,F7 | Aug 16, 2016 | D | 13,497 | — | D | 0 | D | |
| Restricted Stock UnitF3,F4,F8 | Aug 16, 2016 | D | 2,089 | — | D | 0 | D | |
| Restricted Stock UnitF3,F4,F9 | Aug 16, 2016 | D | 6,770 | — | 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 OptionF10,F11,F12 | $22.9137 | Aug 16, 2016 | D | 4,567 | D | Aug 17, 2009 | Aug 17, 2016 | Common Stock | 4,567 | 0 | D |
Explanation of responses
- F1Allocated to the reporting person's account under the FirstMerit Corporation 401(k) Plan.
- F10Upon 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
- F11(Continued from Footnote 10) (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.
- F12This FirstMerit Stock Option ceased to be outstanding and was cancelled in the Merger in exchange for an option to purchase 10,236 shares of Huntington common stock at an exercise price of $10.23.
- 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 (i) a cash payment of approximately $9,653.44 and (ii) 3,317.00 shares of Huntington common stock.
- F6This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $15,047.29 and (ii) 5,173.00 shares of Huntington common stock.
- F7This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 30,252 shares of Huntington common stock.
- F8This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $18,287.29 and (ii) 6,287.00 shares of Huntington common stock.
- F9This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $59,244.21 and (ii) 20,377.00 shares of Huntington common stock.
Remarks
Executive Vice President, Retail Banking