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^*

Signorille Julie

(Last)

(First)

(Middle)

726 EXCHANGE STREET, SUITE 618

(Street)

BUFFALO

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NIAGARA FINANCIAL GROUP INC [ FNFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Director Operations

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016

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	08/01/2016		D		81,656	D	⁽¹⁾	0	D
Common Stock	08/01/2016		D		603	D	⁽²⁾	0	I	ESOP

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)
Non-qualified Stock Option (Right to Buy)	$9.27	08/01/2016		D			15,950	⁽³⁾	03/28/2024	Common Stock	15,950	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock unit award was converted into a KeyCorp restricted stock unit for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock unit award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.

2. Disposed of pursuant to the Merger, in which issuer was merged with and into KeyCorp. Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer common stock.

3. This option, which provided for vesting in three equal annual installments beginning March 28, 2015 was assumed by KeyCorp in the Merger and replaced with an option to purchase 14,036 shares of KeyCorp common stock for $10.54 per share.

Remarks:

	/s/ Kristy Berner, power of attorney for Julie Signorille	08/02/2016
	** 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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