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
ESB FINANCIAL CORP [ ESBF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2015 | ||||||||||||||||||||||||||
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 | 02/10/2015 | D | 234,833(1)(6) | D | (2) | 0 | D | |||
Common Stock | 02/10/2015 | D | 15,446.6573(4) | D | (2) | 0 | I | 401(k) Plan | ||
Common Stock | 02/10/2015 | D | 4,187.7503(5) | D | (2) | 0 | I | 401(k) Plan (by Wife) | ||
Common Stock | 02/10/2015 | D | 91,726.4743 | D | (2) | 0 | I | ESOP | ||
Common Stock | 02/10/2015 | D | 29,572.42 | D | (2) | 0 | I | ESOP (by Wife) |
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 | ||||||||
Stock Option | $11 | 02/10/2015 | D | 1,320 | 11/15/2011 | 11/15/2021 | Common Stock | 1,320 | $17.65(3) | 0 | D | ||||
Stock Option | $11 | 02/10/2015 | D | 240 | 11/15/2011 | 11/15/2021 | Common Stock | 240 | $17.65(3) | 0 | I | by wife | |||
Stock Option | $10.5 | 02/10/2015 | D | 24,000 | 11/20/2012 | 11/20/2022 | Common Stock | 24,000 | $17.65(3) | 0 | D | ||||
Stock Option | $10.5 | 02/10/2015 | D | 480 | 11/20/2012 | 11/20/2022 | Common Stock | 480 | $17.65(3) | 0 | I | by wife | |||
Stock Option | $13.36 | 02/10/2015 | D | 24,000 | 11/19/2013 | 11/19/2023 | Common Stock | 24,000 | $17.65(3) | 0 | D | ||||
Stock Option | $13.36 | 02/10/2015 | D | 720 | 11/19/2013 | 11/19/2023 | Common Stock | 720 | $17.65(3) | 0 | I | by wife |
Explanation of Responses: |
1. Husband and Wife |
2. Disposed of pursuant to merger agreement between issuer and WesBanco, Inc. Pursuant to the merger agreement, each share of common stock was converted into 0.502 of a share of WesBanco common stock and $1.76 in cash. |
3. Disposed of pursuant to merger agreement between issuer and WesBanco, Inc. Pursuant to the merger agreement, each option was cancelled in exchange for a cash payment equal to the excess of $17.65 over the exercise price of such option. |
4. Between 1/01/15 and 2/10/15 the reporting person acquired 122.929178 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan. |
5. Between 1/01/15 and 2/10/15 the reporting person's wife acquired 54.464209 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan. |
6. Since the reporting person's last report, 14,953 shares previously held individually has been reregistered to husband and wife. |
Remarks: |
Frank D. Martz | 02/10/2015 | |
** 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. |