SEC Form 4 · accession 0000899243-16-027590

· FMER

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

Reporting owner

Sandra E. Pierce

Officer — Vice Chairman

Period of report

Mar 31, 2016

Accepted (ET)

Aug 18, 2016 · 5:54 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	2	$20.26	A	275	I	by Managed Account
Common Stock	Jun 30, 2016	J	2	$21.20	A	277	I	by Managed Account
Common Stock^F2	Aug 16, 2016	D	100,529	—	D	0	D
Common Stock^F2	Aug 16, 2016	D	277	—	D	0	I	by Managed Account
Restricted Stock^F3,F4,F5	Aug 16, 2016	D	4,621	—	D	0	D
Restricted Stock^F3,F4,F6	Aug 16, 2016	D	8,889	—	D	0	D
Restricted Stock^F3,F4,F7	Aug 16, 2016	D	40,424	—	D	0	D
Restricted Stock Unit^F3,F4,F8	Aug 16, 2016	D	5,006	—	D	0	D
Restricted Stock Unit^F3,F4,F9	Aug 16, 2016	D	20,000	—	D	0	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Allocated to the reporting person's account under the FirstMerit Corporation 401(k) Plan.
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 $23,106.15 and (ii) 7,948.00 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 $44,445.77 and (ii) 15,289.00 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 90,606 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 $43,803.08 and (ii) 15,068.00 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 $175,000.00 and (ii) 60,200.00 shares of Huntington common stock.