Statement of Changes in Beneficial Ownership (4)
August 18 2016 - 4:50PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Langer Carlton E
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2. Issuer Name
and
Ticker or Trading Symbol
FIRSTMERIT CORP /OH/
[
FMER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
111 CASCADE PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/16/2016
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(Street)
AKRON, OH 44308
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/16/2016
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D
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10370
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D
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(1)
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0
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D
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Restricted Stock
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8/16/2016
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D
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1768
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D
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(2)
(3)
(4)
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0
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D
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Restricted Stock
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8/16/2016
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D
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3008
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D
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(2)
(3)
(5)
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0
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D
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Restricted Stock
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8/16/2016
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D
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13497
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D
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(2)
(3)
(6)
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0
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D
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Restricted Stock Unit
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8/16/2016
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D
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1915
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D
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(2)
(3)
(7)
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0
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D
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Restricted Stock Unit
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8/16/2016
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D
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6770
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D
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(2)
(3)
(8)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to the Agreement and Plan of Merger, dated January 25, 2016 (the "Merger Agreement"), among Huntington Bancshares Incorporated ("Huntington"), FirstMerit Corporation ("FirstMerit") and West Subsidiary Corporation ("Merger Sub"), upon completion of the merger of Merger Sub with and into FirstMerit (the "Merger") as contemplated by the Merger Agreement, each share of FirstMerit common stock held by the reporting person was converted into the right to receive, without interest, 1.72 shares of the common stock, par value $0.01 per share, of Huntington (market value of $16.49 per 1.72 shares of Huntington common stock) and $5.00 in cash (the "Merger Consideration").
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(
2)
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Upon completion of the Merger, (i) each award of restricted shares of FirstMerit common stock (each, a "FirstMerit Restricted Stock Award") and each award of FirstMerit restricted stock units (each, a "FirstMerit RSU Award") granted prior to January 25, 2016 fully vested upon completion of the Merger and was converted into the right to receive the Merger Consideration, less applicable tax withholdings, and
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(
3)
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(Continued from Footnote 2) (ii) each FirstMerit Restricted Stock Award and each FirstMerit RSU Award granted on or following January 25, 2016 was converted into a restricted stock award or a restricted stock unit award (as applicable) relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Restricted Stock Award or FirstMerit RSU Award (as applicable) immediately prior to 12:01 a.m., August 16, 2016 (the "Effective Time"), multiplied by (b) 2.2414, with any fractional shares rounded to the nearest whole share of Huntington common stock.
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(
4)
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This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $8,849.21 and (ii) 3,040.00 shares of Huntington common stock.
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(
5)
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This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $15,047.29 and (ii) 5,173.00 shares of Huntington common stock.
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(
6)
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This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 30,252 shares of Huntington common stock.
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(
7)
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This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $16,757.69 and (ii) 5,764.00 shares of Huntington common stock.
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(
8)
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This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $59,244.21 and (ii) 20,377.00 shares of Huntington common stock.
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Remarks:
Executive Vice President, Chief Legal Officer & Corporate Secretary
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Langer Carlton E
111 CASCADE PLAZA
AKRON, OH 44308
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See Remarks
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Signatures
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By: Carlton E. Langer
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8/18/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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