SEC Form 4 · accession 0001209191-15-067700
LNB BANCORP INC · LNBB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary E Miles
Officer — Sr. V.P. - Human Resources
Period of report
Aug 14, 2015
Accepted (ET)
Aug 25, 2015 · 12:01 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 StockF1 | Aug 14, 2015 | D | 5,500 | — | D | 0 | D | |
| LNB Bancorp, Inc. Common StockF1 | Aug 14, 2015 | D | 6,333 | — | D | 0 | D |
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 | $14.47 | Aug 14, 2015 | D | 2,500 | D | — | Feb 4, 2018 | Common Shares | 2,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $5.39 | Aug 14, 2015 | D | 5,000 | D | — | Jan 30, 2022 | Common Shares | 5,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $9.07 | Aug 14, 2015 | D | 5,417 | D | — | May 9, 2023 | Common Shares | 5,417 | 0 | D |
| Stock Option (Right to Buy)F5 | $11.03 | Aug 14, 2015 | D | 6,500 | D | — | May 20, 2024 | Common Shares | 6,500 | 0 | 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 $52,165 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 $49,855 representing the difference between $18.70 and the exercise price of such LNB stock option.