SEC FORM 4

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^*

Thompson Mark E

(Last)

(First)

(Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS

43287

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [ HBAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior EVP of Principal Sub.

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2017		A		14,705⁽¹⁾	A	$0.0000	457,508	D
Common Stock	05/01/2017		F		928⁽²⁾	D	$13.09	456,580	D
Common Stock	05/01/2017		F		3,543⁽²⁾	D	$13.09	453,037	D
Common Stock								14,695	I	By Executive Deferred Compensation Plan
Common Stock								65,364	I	By Issuer's Investment and Tax Savings Plan (401(k) Plan)
Common Stock								18,691	I	By Issuer's Supplemental Stock Purchase and Tax Savings Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee/Director Stock Option (Right to Buy)	$13.09	05/01/2017		A		29,359		05/01/2018⁽³⁾	05/01/2027	Common Stock	29,359	$0.0000	29,359	D
Employee/Director Stock Option (Right to Buy)	$6.02							07/25/2014	07/25/2018	Common Stock	324,258		324,258	D
Employee/Director Stock Option (Right to Buy)	$6.77							05/01/2013	05/01/2019	Common Stock	69,118		69,118	D
Employee/Director Stock Option (Right to Buy)	$7.06							05/01/2014	05/01/2020	Common Stock	88,032		88,032	D
Employee/Director Stock Option (Right to Buy)	$9.08							05/01/2015	05/01/2021	Common Stock	44,737		44,737	D
Employee/Director Stock Option (Right to Buy)	$10.06							05/01/2017	05/01/2026	Common Stock	43,202		43,202	D
Employee/Director Stock Option (Right to Buy)	$10.89							05/01/2016	05/01/2025	Common Stock	36,478		36,478	D

Explanation of Responses:

1. An award of restricted stock units, to be released in shares of common stock, that vests in two equal installments: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.

2. Shares were withheld to cover the associated tax liability upon the vesting of a previously granted award of RSUs.

3. The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

	Elizabeth B. Moore	05/03/2017
	** 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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