4//SEC Filing
FIRSTMERIT CORP /OH/ 4
Accession 0000899243-16-027577
CIK 0000354869operating
Filed
Aug 17, 8:00 PM ET
Accepted
Aug 18, 5:49 PM ET
Size
26.7 KB
Accession
0000899243-16-027577
Insider Transaction Report
Form 4
Brocklehurst N. James
Executive Vice President
Transactions
- Other
Common Stock
2016-03-31$20.26/sh+94.699$1,919→ 2,436.99 total(indirect: by Managed Account) - Other
Common Stock
2016-06-30$21.20/sh+89.349$1,894→ 2,526.34 total(indirect: by Managed Account) - Other
Common Stock
2016-08-15$20.27/sh+35.495$719→ 2,561.835 total(indirect: by Managed Account) - Disposition to Issuer
Common Stock
2016-08-16−39,203→ 0 total - Disposition to Issuer
Restricted Stock
2016-08-16−3,008→ 0 total - Disposition to Issuer
Restricted Stock
2016-08-16−1,929→ 0 total - Disposition to Issuer
Restricted Stock Unit
2016-08-16−2,089→ 0 total - Disposition to Issuer
Common Stock
2016-08-16−2,561.835→ 0 total(indirect: by Managed Account) - Disposition to Issuer
Restricted Stock
2016-08-16−13,497→ 0 total - Disposition to Issuer
Restricted Stock Unit
2016-08-16−6,770→ 0 total - Disposition to Issuer
Stock Option
2016-08-16−4,567→ 0 totalExercise: $22.91From: 2009-08-17Exp: 2016-08-17→ Common Stock (4,567 underlying)
Footnotes (12)
- [F1]Allocated to the reporting person's account under the FirstMerit Corporation 401(k) Plan.
- [F10]Upon completion of the Merger, (i) each option granted by FirstMerit to purchase FirstMerit common stock (each, a "FirstMerit Stock Option") with an exercise price per share that was less than the per share cash equivalent of the Merger Consideration was converted into the right to receive the Merger Consideration in respect of each net share covered by the FirstMerit Stock Option, less applicable tax withholdings, and
- [F11](Continued from Footnote 10) (ii) each FirstMerit Stock Option with an exercise price per share that was greater than or equal to the per share cash equivalent of the Merger Consideration was converted into an option to purchase the number of shares of Huntington common stock (rounded down to the nearest whole number) equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Stock Option, multiplied by (b) 2.2414, at an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (c) the exercise price per share of FirstMerit common stock subject to such FirstMerit Stock Option by (d) 2.2414.
- [F12]This FirstMerit Stock Option ceased to be outstanding and was cancelled in the Merger in exchange for an option to purchase 10,236 shares of Huntington common stock at an exercise price of $10.23.
- [F2]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").
- [F3]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
- [F4](Continued from Footnote 3) (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.
- [F5]This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $9,653.44 and (ii) 3,317.00 shares of Huntington common stock.
- [F6]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.
- [F7]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.
- [F8]This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $18,287.29 and (ii) 6,287.00 shares of Huntington common stock.
- [F9]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.
Documents
Issuer
FIRSTMERIT CORP /OH/
CIK 0000354869
Entity typeoperating
IncorporatedOH
Related Parties
1- filerCIK 0000354869
Filing Metadata
- Form type
- 4
- Filed
- Aug 17, 8:00 PM ET
- Accepted
- Aug 18, 5:49 PM ET
- Size
- 26.7 KB