SEC Form 4 · accession 0001179110-18-005189
MAINSOURCE FINANCIAL GROUP · MSFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Archie M Brown Jr.
Officer — Chairman, President and CEO · Director
Period of report
Apr 1, 2018
Accepted (ET)
Apr 3, 2018 · 3:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000720002
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2018 | D | 56,188 | — | D | 0 | D | |
| Common StockF1 | Apr 1, 2018 | D | 28,081 | — | D | 0 | I | By 401-k Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $16.08 | Apr 1, 2018 | D | 10,287 | D | — | Feb 3, 2024 | Common Stock | 10,287 | 0 | D |
Explanation of responses
- F1On April 1, 2018, MainSource completed its previously announced merger (the "Merger")with First Financial Bancorp, pursuant to an Agreement and Plan of Merger, dated as of July 25, 2017, between MainSource and First Financial. In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of MainSource common stock issued an outstanding immediately prior to the Merger was converted into the right to receive 1.3875 shares of common stock of First Financial Bancorp. A cash payment of equal value was made in lieu of the issuance of fractional shares.
- F2This stock option was assumed by First Financial in the Merger and converted into an option to purchase from First Financial common shares on the same terms and conditions as were applicable under such MainSource option, a number of shares of First Financial common stock determined by multiplying (x) the number of shares of MainSource common stock subject to such MainSource common stock option immediately prior to the effective time by (y) the exchange ratio, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of MainSource common stock subject to such MainSource stock option by (ii) 1.3875.
Remarks
As authorized by power of attorney