SEC Form 4/A · accession 0001127602-18-014175
FIRST FINANCIAL BANCORP /OH/ · FFBC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Archie M Brown Jr.
Officer — Chief Executive Officer · Director
Period of report
Apr 1, 2018
Accepted (ET)
Apr 5, 2018 · 4:39 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,F2 | Apr 1, 2018 | A | 77,960 | — | A | 77,960 | D |
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 BuyF3,F4 | $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
- F1Due to an error in the calculation of common shares directly held by the reporting person, the Form 4 filed on 4/3/2018 incorrectly stated the number of common shares of FFBC stock acquired by the reporting person as a result of the merger of First Financial Bancorp and MainSource Financial Group which closed on 4/1/2018. The number of shares was originally reported as 87,259, and should have been reported as 77,960.
- F2Received 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.
- F3Form 4 filed on 4/3/2018 included incorrect information in the footnote related to this acquisition of shares. The footnote has been updated to reflect the correct information related to the acquisition.
- F4Received in the Merger in exchange for an employee stock option to acquire 10,287 shares of MainSource common stock for $16.08 per share.