SEC Form 4 · accession 0000899243-16-027611

FIRSTMERIT CORP /OH/ · FMER

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Allocated to the reporting person's account under the FirstMerit Corporation 401(k) Plan.
• F10Each 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").
• F11Pursuant 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.
• 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 $83,101.52 and (ii) 28,584.00 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 $144,658.07 and (ii) 49,761.00 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 303,737 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 $157,535.38 and (ii) 54,192.00 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 $569,590.36 and (ii) 195,935.00 shares of Huntington common stock.