SEC Form 4 · accession 0001225208-16-038128
HUNTINGTON BANCSHARES INC /MD/ · HBAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gina D France
Director
Period of report
Aug 16, 2016
Accepted (ET)
Aug 18, 2016 · 7:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000049196
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 16, 2016 | A | 35,193 | $0.00 | A | 35,193 | D | |
| Common StockF2 | Aug 16, 2016 | A | 6,372 | $0.00 | A | 41,565 | D | |
| Common StockF3 | Aug 16, 2016 | A | 345 | $0.00 | A | 41,910 | D | |
| Common StockF4 | Aug 16, 2016 | A | 19,647 | $0.00 | A | 19,647 | I | FirstMerit Directors' Deferred Plans |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were received in exchange for 20,461 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock, without par value, was automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.
- F2These shares were received in exchange for a restricted stock award in respect of 2,843 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Each share of FirstMerit common stock subject to the restricted stock award vested and was cancelled upon the consummation of the merger and was automatically converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share, plus cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $21.61.
- F3These shares were received in exchange for 3,045 options to purchase shares of FirstMerit Corporation (FirstMerit) common stock upon the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. As a result of the merger, the options were automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock in respect of each Net Share (as defined in the Agreement and Plan of Merger by and between Huntington, FirstMerit and West Subsidiary Corporation, dated January 25, 2016) covered by the options. The closing price of a share of FirstMerit common stock on August 15, 2016 was $21.61.
- F4These shares were received in exchange for 11,423 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock, without par value, was automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.