0000899243-16-027612.txt : 20160818 0000899243-16-027612.hdr.sgml : 20160818 20160818180140 ACCESSION NUMBER: 0000899243-16-027612 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160321 FILED AS OF DATE: 20160818 DATE AS OF CHANGE: 20160818 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTMERIT CORP /OH/ CENTRAL INDEX KEY: 0000354869 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341339938 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: III CASCADE PLAZA STREET 2: 7TH FLOOR CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 3309966300 MAIL ADDRESS: STREET 1: III CASCADE PLAZA STREET 2: 7TH FLOOR CITY: AKRON STATE: OH ZIP: 44308 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP / DATE OF NAME CHANGE: 19980116 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANCORPORATION OF OHIO /OH/ DATE OF NAME CHANGE: 19941219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hochschwender J Michael CENTRAL INDEX KEY: 0001340947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11267 FILM NUMBER: 161841688 MAIL ADDRESS: STREET 1: III CASCADE PLAZA CITY: AKRON STATE: OH ZIP: 44308 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-03-21 1 0000354869 FIRSTMERIT CORP /OH/ FMER 0001340947 Hochschwender J Michael 111 CASCADE PLAZA AKRON OH 44308 1 0 0 0 Common Stock 2016-03-21 4 J 0 190.7543 21.28 A 24067.2707 I by Managed Account Common Stock 2016-03-21 4 J 0 212.099 21.51 A 38514.903 D Common Stock 2016-06-20 4 J 0 196.7154 20.80 A 24263.9861 I by Managed Account Common Stock 2016-06-20 4 J 0 264.426 20.96 A 38779.329 D Common Stock 2016-08-16 4 D 0 35936.329 D 0 D Common Stock 2016-08-16 4 D 0 24263.9861 D 0 I by Managed Account Common Stock 2016-08-16 4 D 0 300 D 0 I by Trust Restricted Stock 2016-08-16 4 D 0 2843 D 0 D Stock Option 20.0754 2016-08-16 4 D 0 3045 D 2007-10-19 2017-04-19 Common Stock 3045 0 D Allocated to the reporting person's account pursuant to a dividend reinvestment feature of the FirstMerit Corporation Director Deferred Compensation Plan. Shares acquired pursuant to FirstMerit Corporation's Dividend Reinvestment Plan. 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"). 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 (Continued from Footnote 4) (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. This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 6,372 shares of Huntington common stock. 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 (Continued from Footnote 7) (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. This FirstMerit Stock Option ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $1,0009.46 and (ii) 344 shares of Huntington common stock. By: Carlton E. Langer For: J. Michael Hochschwender 2016-08-18