SEC Form 4 · accession 0001127602-18-013875
FIRST FINANCIAL BANCORP /OH/ · FFBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Archie M Brown Jr.
Officer — Chief Executive Officer · Director
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 7:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000708955
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2018 | A | 87,259 | — | A | 87,259 | D | |
| Common StockF1 | Apr 1, 2018 | A | 38,962 | — | A | 38,962 | I | By 401k |
| Common Stock | Apr 2, 2018 | A | 14,811 | $0.00 | A | 14,811 | I | Restricted |
| Common Stock | Apr 2, 2018 | A | 14,811 | $0.00 | A | 14,811 | I | Restricted-P |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (ISO) Right To BuyF2 | $11.59 | Apr 1, 2018 | A | 14,273 | A | Dec 31, 2017 | Feb 3, 2024 | Common Stock | 14,273 | 14,273 | D |
Explanation of responses
- F1Received pursuant to the merger agreement between First Financial Bancorp. ("First Financial") and MainSource Financial Group, Inc. ("MainSource"), dated July 25, 2017 (the "Merger Agreement"), pursuant to which MainSource was merged with and into First Financial on April 1, 2018 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of MainSource's common stock converted into the right to receive 1.3875 shares of First Financial common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted share and each outstanding performance share unit fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of MainSource's common stock underlying such award, less applicable tax withholdings. On the trading day immediately preceding Effective Date, the closing price of MainSource's common stock was $40.65 per share and the closing price of First Financial's common stock was $29.35 per share.
- F2Received in the Merger in exchange for an employee stock option to acquire 10,287 shares of MainSource common stock for $11.59 per share.