0001225208-21-009296.txt : 20210611 0001225208-21-009296.hdr.sgml : 20210611 20210611161052 ACCESSION NUMBER: 0001225208-21-009296 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210609 FILED AS OF DATE: 20210611 DATE AS OF CHANGE: 20210611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sit Roger J CENTRAL INDEX KEY: 0001631446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34073 FILM NUMBER: 211011385 MAIL ADDRESS: STREET 1: 200 LAKE STREET EAST CITY: WAYZATA STATE: MN ZIP: 55391-1693 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUNTINGTON BANCSHARES INC /MD/ CENTRAL INDEX KEY: 0000049196 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 310724920 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: HUNTINGTON CTR STREET 2: 41 S HIGH ST HC0917 CITY: COLUMBUS STATE: OH ZIP: 43287 BUSINESS PHONE: 6144802265 MAIL ADDRESS: STREET 1: HUNTINGTON CENTER STREET 2: 41 S HIGH ST HC0917 CITY: COLUMBUS STATE: OH ZIP: 43287 FORMER COMPANY: FORMER CONFORMED NAME: HUNTINGTON BANCSHARES INC/MD DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0306 4 2021-06-09 0000049196 HUNTINGTON BANCSHARES INC /MD/ HBAN 0001631446 Sit Roger J HUNTINGTON CENTER 41 S. HIGH STREET COLUMBUS OH 43287 1 Common Stock 2021-06-09 4 A 0 23548.0000 0.0000 A 23548.0000 D Common Stock 2021-06-09 4 A 0 22921.0000 0.0000 A 22921.0000 I By Richard A. Sit Trust Common Stock 2021-06-09 4 A 0 152572.0000 0.0000 A 152572.0000 I By Sit Investment Associates Common Stock 2021-06-09 4 A 0 4713.0000 0.0000 A 4713.0000 I by Trust Common Stock 2021-06-09 4 A 0 97777.0000 0.0000 A 97777.0000 I TCF Director Deferred Compensation Plan Acquired pursuant to the Agreement and Plan of Merger, dated as of December 13, 2020 (the Merger Agreement), by and between Huntington Bancshares Incorporated (Huntington) and TCF Financial Corporation (TCF), pursuant to which TCF merged with and into Huntington, with Huntington continuing as the surviving corporation (Merger), on June 9, 2021 (the Closing Date). Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of the common stock, par value $1.00 per share, of TCF (TCF Common Stock) issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 3.0028 shares (the Exchange Ratio and such shares the Merger Consideration) of common stock, par value $0.01 per share of Huntington (Huntington Common Stock). (Continued in Remarks section below.) The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of thesecurities. In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding TCF equity award granted under TCF equity compensation plans, other than unvested TCF restricted stock awards held by non-employee directors, was converted into a corresponding award with respect to Huntington Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted Huntington equity award continues to be subject to the same terms and conditions as applied to the corresponding TCF equity award immediately prior to the Effective Time, except that, in the case of TCF restricted stock unit awards, the number of shares underlying the converted Huntington equity award was determined with any performance goals deemed satisfied at the target level of performance. At the Effective Time, each outstanding unvested restricted stock award held by a non-employee director vested and was converted into the right to receive the Merger Consideration in respect of each share of TCF Common Stock subject to such TCF restricted stock award immediately prior to the Effective Time. Elizabeth B. Moore, Attorney-in-Fact 2021-06-11