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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [ HBAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Stock | 07/01/2007 | A | 221,569 | A | $0(1) | 221,569 | D | |||
Common Stock | 07/01/2007 | A | 147,092 | A | $0(2) | 368,661 | D | |||
Common Stock | 07/01/2007 | A | 8,482 | A | $0(2) | 8,482 | I | By Sky ESOP | ||
Common Stock | 07/01/2007 | A | 46,045 | A | $0 | 46,045 | I | By Sky NQ Plan/SERP | ||
Common Stock | 07/01/2007 | A | 57,414 | A | $0(2) | 57,414 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee/Director Stock Option (Right to Buy) | $12.53 | 07/01/2007 | A | 21,709 | 07/01/2007 | 09/19/2010 | Common Stock | 21,709 | $0(3) | 21,709 | D | ||||
Employee/Director Stock Option (Right to Buy) | $13.58 | 07/01/2007 | A | 12,149 | 07/01/2007 | 12/28/2010 | Common Stock | 12,149 | $0(3) | 12,149 | D | ||||
Employee/Director Stock Option (Right to Buy) | $13.62 | 07/01/2007 | A | 61,675 | 07/01/2007 | 03/20/2011 | Common Stock | 61,675 | $0(3) | 61,675 | D | ||||
Employee/Director Stock Option (Right to Buy) | $13.97 | 07/01/2007 | A | 54,274 | 07/01/2007 | 01/18/2010 | Common Stock | 54,274 | $0 | 54,274 | D | ||||
Employee/Director Stock Option (Right to Buy) | $14.84 | 07/01/2007 | A | 18,539 | 07/01/2007 | 12/29/2009 | Common Stock | 18,539 | $0(3) | 18,539 | D | ||||
Employee/Director Stock Option (Right to Buy) | $16.07 | 07/01/2007 | A | 92,512 | 07/01/2007 | 02/18/2013 | Common Stock | 92,512 | $0(3) | 92,512 | D | ||||
Employee/Director Stock Option (Right to Buy) | $16.49 | 07/01/2007 | A | 9,919 | 07/01/2007 | 12/30/2011 | Common Stock | 9,919 | $0(3) | 9,919 | D | ||||
Employee/Director Stock Option (Right to Buy) | $17.34 | 07/01/2007 | A | 14,420 | 07/01/2007 | 12/29/2008 | Common Stock | 14,420 | $0(3) | 14,420 | D | ||||
Employee/Director Stock Option (Right to Buy) | $17.83 | 07/01/2007 | A | 92,512 | 07/01/2007 | 03/19/2012 | Common Stock | 92,512 | $0(3) | 92,512 | D | ||||
Employee/Director Stock Option (Right to Buy) | $19.19 | 07/01/2007 | A | 65,671 | 07/01/2007 | 11/17/2008 | Common Stock | 65,671 | $0(3) | 65,671 | D | ||||
Employee/Director Stock Option (Right to Buy) | $20.64 | 07/01/2007 | A | 164,055 | 07/01/2007 | 03/16/2014 | Common Stock | 164,055 | $0(3) | 164,055 | D | ||||
Employee/Director Stock Option (Right to Buy) | $21.36 | 07/01/2007 | A | 52,423 | 07/01/2007 | 02/15/2016 | Common Stock | 52,423 | $0(3) | 52,423 | D | ||||
Employee/Director Stock Option (Right to Buy) | $21.93 | 07/01/2007 | A | 3,828 | 07/01/2007 | 12/31/2008 | Common Stock | 3,828 | $0(3) | 3,828 | D | ||||
Employee/Director Stock Option (Right to Buy) | $22.54 | 07/01/2007 | A | 47,798 | 07/01/2007 | 02/15/2015 | Common Stock | 47,798 | $0(3) | 47,798 | D |
Explanation of Responses: |
1. An award of restricted stock that will vest in equal monthly installments at the end of each calendar month through December 31, 2009. |
2. These shares were received in exchange for shares of Sky Financial Group, Inc. ("Sky") common stock in connection with the merger (the "Merger") of Sky with Huntington Bancshares Incorporated ("Huntington") effective July 1, 2007. Each share of Sky common stock was converted into the right to receive 1.098 shares of Huntington common stock and $3.023 for an aggregate value of $27.99. |
3. This option was received in the Merger and replaces an employee/director option to acquire shares of Sky common stock. The number of shares and exercise price were determined by multiplying the number of Sky shares subject to the option by 1.2335 and by dividng the exercise price of the option by 1.2335. |
Remarks: |
Elizabeth B. Moore | 07/03/2007 | |
** 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. |