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*
HEINRICH ROBERT F
(Last) (First) (Middle)
LORAIN NATIONAL BANK
457 BROADWAY
(Street)
LORAIN OH 44052
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LNB BANCORP INC [ LNBB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corp. Sec & Dir. Risk Mgmt.
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2015
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
LNB Bancorp, Inc. Common Stock 08/14/2015 D 4,300 D (1) 0 I By 401(k) Plan
LNB Bancorp, Inc. Common Stock 08/14/2015 D 1,824.392 D (1) 0 D
LNB Bancorp, Inc. Common Stock 08/14/2015 D 598 D (1) 0 I By Wife
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) $14.47 08/14/2015 D 2,500 (2) 02/04/2018 Common Shares 2,500 $0.00 0 D
Stock Option (Right to Buy) $5.39 08/14/2015 D 5,000 (3) 01/30/2022 Common Shares 5,000 $0.00 0 D
Stock Option (Right to Buy) $9.07 08/14/2015 D 4,733 (4) 05/09/2023 Common Shares 4,733 $0.00 0 D
Stock Option (Right to Buy) $11.03 08/14/2015 D 5,500 (5) 05/20/2024 Common Shares 5,500 $0.00 0 D
Explanation of Responses:
1. Under the Agreement and Plan of Merger ("Merger Agreement"), dated December 15, 2014, between Northwest Bancshares, Inc. ("Northwest") and LNB Bancorp, Inc. ("LNB"), the holder has the right to elect to receive consideration of either 1.461 shares of Northwest common stock or $18.70 in cash for each LNB common share, subject to proration to ensure that, in the aggregate, 50% of LNB's common shares will be converted into Northwest stock. No fractional shares of Northwest common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $12.66. As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person.
2. This option, which provided for vesting in three equal annual installments beginning February 4, 2009, was exchanged in the merger for a cash payment of $10,575 representing the difference between $18.70 and the exercise price of such LNB stock option.
3. This option, which provided for vesting in three equal annual installments beginning January 30, 2013, was exchanged in the merger for a cash payment of $66,550 representing the difference between $18.70 and the exercise price of such LNB stock option.
4. This option, which provided for vesting in three equal annual installments beginning May 9, 2014, was exchanged in the merger for a cash payment of $45,578 representing the difference between $18.70 and the exercise price of such LNB stock option.
5. This option, which provided for vesting in three equal annual installments beginning May 20, 2015, was exchanged in the merger for a cash payment of $42,185 representing the difference between $18.70 and the exercise price of such LNB stock option.
Remarks:
/s/Robert F. Heinrich, by James Nicholson as attorney-in-fact, pursuant to Power of Attorney 08/19/2015
** 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).
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