SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CALABRESE STEVEN A

(Last) (First) (Middle)
30000 AURORA ROAD

(Street)
SOLON OH 44139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PVF CAPITAL CORP [ PVFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/11/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 10/11/2013 D 39,141 D (1) 0 D
Common Shares 10/11/2013 D 13,230 D (2) 0 I By IRA (Son #2)
Common Shares 10/11/2013 D 1,133,360 D (3) 0 I By CCAG Limited Partnership
Common Shares 10/11/2013 D 43,276 D (4) 0 I By Gregory S. Calabrese Irrevocable Gift Trust
Common Shares 10/11/2013 D 40,086 D (5) 0 I By Anthony J. Calabrese Irrevocable Gift Trust
Common Shares 10/11/2013 D 13,230 D (2) 0 I By IRA (Son #1)
Common Shares 10/11/2013 D 64,522 D (6) 0 I By Spouse
Common Shares 10/11/2013 D 199,804 D (7) 0 I By Steven A. Calabrese Profit Sharing Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $4.02 10/11/2013 D 5,000 11/03/2008 11/03/2018 Common Shares 5,000 (8) 0 D
Warrants (right to buy) $1.75 10/11/2013 D 280,060 03/15/2010 03/15/2015 Common Shares 280,060 $2.37(9) 0 D
Explanation of Responses:
1. 1. Disposed of pursuant to the merger agreement between the issuer and F.N.B. Corporation (FNB) in exchange for 13,327 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
2. 2. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 4,504 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
3. 4. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 385,909 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
4. 3. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 14,735 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
5. 3. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 13,649 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
6. 3. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 21,969 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
7. 3. Disposed of pursuant to the merger agreement between the issuer and FNB in exchange for 68,033 shares of common stock of FNB which had a market value of $12.40 per share on October 11, 2013.
8. This option was assumed by FNB in the merger and replaced with an option to purchase 1,702 shares of common stock of FNB at $11.81 per share.
9. Disposed of pursuant to the merger agreement between the issuer and FNB for a cash payment equal to $2.37 per common share underlying the warrant.
/s/ M. Patricia Oliver, attorney in fact for Steven A. Calabrese 10/16/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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