0001225208-17-007572.txt : 20170405 0001225208-17-007572.hdr.sgml : 20170405 20170405094939 ACCESSION NUMBER: 0001225208-17-007572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170403 FILED AS OF DATE: 20170405 DATE AS OF CHANGE: 20170405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DCB FINANCIAL CORP CENTRAL INDEX KEY: 0001025877 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311469837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 BUSINESS PHONE: 740-657-7000 MAIL ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lossing Roger Alan CENTRAL INDEX KEY: 0001566598 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22387 FILM NUMBER: 17741303 BUSINESS ADDRESS: BUSINESS PHONE: 740-657-7510 MAIL ADDRESS: STREET 1: P.O. BOX 1001 CITY: LEWIS CENTER STATE: OH ZIP: 43035 4 1 doc4.xml X0306 4 2017-04-03 1 0001025877 DCB FINANCIAL CORP DCBF.OB 0001566598 Lossing Roger Alan 110 RIVERBEND AVENUE PO BOX 1001 LEWIS CENTER OH 43035 1 SVP Wealth Management DCB Financial Corp Common Stock 2017-04-03 4 F 0 653.0000 18.0400 D 27227.0000 D DCB Financial Corp Common Stock 2017-04-03 4 D 0 27227.0000 0 D 0.0000 D DCB Financial Corp Common Stock 2017-04-03 4 D 0 5305.0100 0 D 0.0000 I By 401(k) DCB Financial Corp Common Stock 2017-04-03 4 D 0 35003.0000 0 D 0.0000 I IRA DCBF Employee Stock Options-Calls 4.5000 2017-04-03 4 D 0 644.0000 14.1900 D 2022-12-21 DCB Financial Corp Common Stock 644.0000 0.0000 D Pursuant to the Agreement and Plan of Merger by and between DCB Financial Corp and First Commonwealth Financial Corporation, dated October 2, 2016, each DCB Financial Corp common share was exchanged for either 1.427 shares of First Commonwealth Financial Corporation common stock or $14.50 in cash, without interest, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the allocation and proration procedures contained in the Agreement and Plan of Merger. This option, which provided for vesting in five equal annual installments beginning December 21, 2013, was canceled in the merger in exchange for a cash payment of $9,138.36, representing the difference between the exercise price of the option and (i) the average of the daily closing prices of First Commonwealth Financial Corporation common stock on the New York Stock Exchange for the five consecutive trading days immediately prior to April 3, 2017, multiplied by (ii) the exchange ratio of 1.427, which equals $18.69 per share. J. Daniel Mohr, Attorney-in-Fact 2017-04-03