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
COMMERCIAL BANCSHARES INC \OH\ [ CMOH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2017 | ||||||||||||||||||||||||||
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 | 02/24/2017 | D | 20 | D | (1) | 0 | I | By spouse | ||
Common Stock | 02/24/2017 | D | 4,971.6334(2) | D | (3) | 0 | D |
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 (right to buy) | $17.4 | 02/24/2017 | D | 1,200 | 08/11/2014 | 08/11/2021 | Common Stock | 1,200 | $33.6(4) | 0 | D | ||||
Stock Option (Right to buy) | $19.28 | 02/24/2017 | D | 900 | 08/09/2015 | 08/09/2022 | Common Stock | 900 | $31.72(5) | 0 | D | ||||
Stock Option (Right to buy) | $21.35 | 02/24/2017 | D | 1,000 | 08/08/2016 | 08/08/2023 | Common Stock | 1,000 | $29.65(6) | 0 | D | ||||
Stock Option (Right to buy) | $24.47 | 02/24/2017 | D | 1,500 | (7) | 08/14/2024 | Common Stock | 1,500 | $26.53 | 0 | D | ||||
Stock Option (Right to buy) | $27.4 | 02/24/2017 | D | 1,500 | (8) | 08/13/2025 | Common Stock | 1,500 | $23.6 | 0 | D |
Explanation of Responses: |
1. Under the terms of the merger agreement with First Defiance Financial Corp., each shareholder of the Issuer has the right to elect to receive either $51.00 in cash or 1.1808 shares of First Defiance common stock (or a combination thereof) in exchange for each share of Issuer common owned. All elections are subject to certain adjustments under the merger agreement necessary to cause 80% of the total consideration to be paid in First Defiance Shares and the remaining 20% of the total consideration to be paid in cash. The insider has made an election to dispose of these shares in exchange for cash, but the adjustments required under the terms of the merger agreement have yet to be finalized. |
2. Total includes 63.48923 shares purchased with dividends for the second, third, and fourth quarters 2016 pursuant to the Company's dividend reinvestment program. |
3. Under the terms of the merger agreement with First Defiance Financial Corp., each shareholder of the Issuer has the right to elect to receive either $51.00 in cash or 1.1808 shares of First Defiance common stock (or a combination thereof) in exchange for each share of Issuer common owned. All elections are subject to certain adjustments under the merger agreement necessary to cause 80% of the total consideration to be paid in First Defiance Shares and the remaining 20% of the total consideration to be paid in cash. The insider has made an election to dispose of 350.6334 of these shares in exchange for cash and 4,621 of these shares in exchange for First Defiance Shares, but the adjustments required under the terms of the merger agreement have yet to be finalized. |
4. This option was disposed of in the merger in exchange for a cash payment of $40,320, representing the difference between the exercise price of the option and the Cash Consideration as provided for pursuant to the merger agreement between issuer and First Defiance Financial Corp. ($51.00). |
5. This option was disposed of in the merger in exchange for a cash payment of $28,548, representing the difference between the exercise price of the option and the Cash Consideration as provided for pursuant to the merger agreement between issuer and First Defiance Financial Corp. ($51.00). |
6. This option was disposed of in the merger in exchange for a cash payment of $29,650, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and Fist Defiance Financial Corp. ($51.00). |
7. This option, which provided for vesting in three equal annual installments beginning August 14, 2015, was disposed of in the merger in exchange for a cash payment of $39,795, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and First Defiance Financial Corp. ($51.00). |
8. This option, which provided for vesting in three equal annual installments beginning August 13, 2016, was disposed of in the merger in exchange for a cash payment of $35,400, representing the difference between the exercise price of the option and the cash consideration as provided for under the merger agreement between issuer and First Defiance Financial Corp. ($51.00). |
Remarks: |
/s/Bruce J. Beck | 02/24/2017 | |
** 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). | ||
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. |