SEC Form 4 · accession 0001209191-15-067308

LNB BANCORP INC · LNBB

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

Reporting owner

Officer — C.F.O.

Period of report

Aug 14, 2015

Accepted (ET)

Aug 21, 2015 · 2:51 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	Owned after	D/I	Nature of ownership
LNB Bancorp, Inc. Common Stock^F1	Aug 14, 2015	D	1,207	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F2	$12.12	Aug 14, 2015	D	7,500	D	—	Jul 28, 2024	Common Shares	7,500	0	D

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 July 28, 2015, was exchanged in the merger for a cash payment of $49,350 representing the difference between $18.70 and the exercise price of such LNB stock option.