SHAFER THOMAS C 4
4 · HUNTINGTON BANCSHARES INC /MD/ · Filed Jun 11, 2021
Insider Transaction Report
Form 4
SHAFER THOMAS C
SEVP of Significant Subsidiary
Transactions
- Award
Employee/Director Stock Option (Right to Buy)
2021-06-09+17,185→ 17,185 totalExercise: $15.64From: 2018-08-09Exp: 2027-08-10→ Common Stock (17,185 underlying) - Award
Employee/Director Stock Option (Right to Buy)
2021-06-09+26,667→ 26,667 totalExercise: $17.89From: 2018-02-21Exp: 2027-02-22→ Common Stock (26,667 underlying) - Award
Common Stock
2021-06-09+599,710→ 599,710 total
Footnotes (3)
- [F1]Acquired pursuant to the Agreement and Plan of Merger, dated as of December 13, 2020 (the Merger Agreement), by and between Huntington Bancshares Incorporated (Huntington) and TCF Financial Corporation (TCF), pursuant to which TCF merged with and into Huntington, with Huntington continuing as the surviving corporation (Merger), on June 9, 2021 (the Closing Date). Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of the common stock, par value $1.00 per share, of TCF (TCF Common Stock) issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 3.0028 shares (the Exchange Ratio and such shares the Merger Consideration) of common stock, par value $0.01 per share of Huntington (Huntington Common Stock). (Continued in Remarks section below.)
- [F2]Total includes 559, 578 service-based RSU awards, including the impact of dividend equivalents, that will vest in shares of common stock over the passage of time.
- [F3]Pursuant to the terms of the Merger Agreement, each TCF option outstanding and unexercised under TCF stock plans immediately prior to the Effective Time (a TCF Stock Option) was assumed and converted automatically into an option (an Adjusted Stock Option) to purchase, on the same terms and conditions as were applicable under such TCF Stock Option immediately prior to the Effective Time (including vesting terms), the number of shares of Huntington common stock (rounded down to the nearest whole number of shares of Huntington common stock) equal to the product of (A) the number of shares of TCF common stock subject to such TCF Stock Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, which Adjusted Stock Option shall have an exercise price equal to the quotient (rounded up tothe nearest whole cent) obtained by dividing (1) the exercise price of such TCF Stock Option immediately prior to the Effective Time, by (2) the Exchange Ratio.