SEC Form 4 · accession 0001209191-15-067306

LNB BANCORP INC · LNBB

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

Reporting owner

Robert F Heinrich

Officer — Corp. Sec & Dir. Risk Mgmt.

Period of report

Aug 14, 2015

Accepted (ET)

Aug 21, 2015 · 2:50 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000737210

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
LNB Bancorp, Inc. Common Stock^F1	Aug 14, 2015	D	4,300	—	D	I	By 401(k) Plan
LNB Bancorp, Inc. Common Stock^F1	Aug 14, 2015	D	1,824	—	D	D
LNB Bancorp, Inc. Common Stock^F1	Aug 14, 2015	D	598	—	D	I	By Wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2	$14.47	Aug 14, 2015	D	2,500	D	—	Feb 4, 2018	Common Shares	2,500	D
Stock Option (Right to Buy)^F3	$5.39	Aug 14, 2015	D	5,000	D	—	Jan 30, 2022	Common Shares	5,000	D
Stock Option (Right to Buy)^F4	$9.07	Aug 14, 2015	D	4,733	D	—	May 9, 2023	Common Shares	4,733	D
Stock Option (Right to Buy)^F5	$11.03	Aug 14, 2015	D	5,500	D	—	May 20, 2024	Common Shares	5,500	D

Explanation of responses

F1Under the Agreement and Plan of Merger ("Merger Agreement"), dated December 15, 2014, between Northwest Bancshares, Inc. ("Northwest") and LNB Bancorp, Inc. ("LNB"), the holder has the right to elect to receive consideration of either 1.461 shares of Northwest common stock or $18.70 in cash for each LNB common share, subject to proration to ensure that, in the aggregate, 50% of LNB's common shares will be converted into Northwest stock. No fractional shares of Northwest common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $12.66. As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.
F2This option, which provided for vesting in three equal annual installments beginning February 4, 2009, was exchanged in the merger for a cash payment of $10,575 representing the difference between $18.70 and the exercise price of such LNB stock option.
F3This option, which provided for vesting in three equal annual installments beginning January 30, 2013, was exchanged in the merger for a cash payment of $66,550 representing the difference between $18.70 and the exercise price of such LNB stock option.
F4This option, which provided for vesting in three equal annual installments beginning May 9, 2014, was exchanged in the merger for a cash payment of $45,578 representing the difference between $18.70 and the exercise price of such LNB stock option.
F5This option, which provided for vesting in three equal annual installments beginning May 20, 2015, was exchanged in the merger for a cash payment of $42,185 representing the difference between $18.70 and the exercise price of such LNB stock option.