SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
GUERRIERI GARY L

(Last) (First) (Middle)
ONE NORTH SHORE CENTER
12 FEDERAL STREET

(Street)
HERMITAGE PA 16148

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FNB CORP/PA/ [ FNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Credit Officer
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 40,341.152 D
Common Stock 12/17/2018 A 1,144.651(1) A $10.11 43,964.6212(2) I By Trust (401K Plan)
Common Stock 719.2093(3) I By Child
Depositary Shares Representing Series E Preferred Stock 400 D
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $13.01 03/31/2019 03/31/2019 Common Stock 8,224(4) 8,224 D
Restricted Stock Units $14.87 03/31/2020 03/31/2020 Common Stock 7,643(5) 7,643 D
Restricted Stock Units $13.15 03/31/2021 03/31/2021 Common Stock 8,741(6) 8,741 D
Explanation of Responses:
1. Represents employee and/or employer contributions pursuant to exempt 401(k) Plan during FYE 2018.
2. Includes 1,625.7759 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.
3. Includes 25.7155 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.
4. Includes 304 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.
5. Includes 282 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.
6. Includes 252 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.
Remarks:
Gary L. Guerrieri 02/13/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.