FIRST NIAGARA FINANCIAL GROUP INC 4
4 · FIRST NIAGARA FINANCIAL GROUP INC · Filed Aug 2, 2016
Insider Transaction Report
Form 4
Philip George M
Director
Transactions
- Disposition to Issuer
Common Stock
2016-08-01−87,265→ 0 total - Disposition to Issuer
Series B Nonconvertible Preferred Stock
2016-08-01−4,000→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
2016-08-01−33,060→ 0 totalExercise: $13.60Exp: 2017-05-15→ Common Stock (33,060 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock award was converted into a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- [F2]Disposed of pursuant to the Merger Agreement. Pursuant to the Merger, each issued and outstanding share of issuer Series B Nonconvertible Preferred Stock was converted into one share of a newly issued series of Fixed-to-Floating Rate Perpetual Noncumulative Preferred Stock, Series C of KeyCorp. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer preferred stock.
- [F3]This option, which provided for vesting in three equal annual installments beginning May 15, 2008, was assumed by KeyCorp in the Merger and replaced with an option to purchase 29,092 shares of KeyCorp common stock for $15.46 per share.