0001209191-15-067700.txt : 20150825 0001209191-15-067700.hdr.sgml : 20150825 20150825120138 ACCESSION NUMBER: 0001209191-15-067700 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150814 FILED AS OF DATE: 20150825 DATE AS OF CHANGE: 20150825 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LNB BANCORP INC CENTRAL INDEX KEY: 0000737210 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341406303 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 BUSINESS PHONE: 440-244-6000 MAIL ADDRESS: STREET 1: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052-1769 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miles Mary E CENTRAL INDEX KEY: 0001333771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13203 FILM NUMBER: 151072504 MAIL ADDRESS: STREET 1: LORAIN NATIONAL BANK STREET 2: 457 BROADWAY CITY: LORAIN STATE: OH ZIP: 44052 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-14 1 0000737210 LNB BANCORP INC LNBB 0001333771 Miles Mary E LORAIN NATIONAL BANK 457 BROADWAY LORAIN OH 44052 0 1 0 0 Sr. V.P. - Human Resources LNB Bancorp, Inc. Common Stock 2015-08-14 4 D 0 5500 D 0 D LNB Bancorp, Inc. Common Stock 2015-08-14 4 D 0 6333 D 0 D Stock Option (Right to Buy) 14.47 2015-08-14 4 D 0 2500 0.00 D 2018-02-04 Common Shares 2500 0 D Stock Option (Right to Buy) 5.39 2015-08-14 4 D 0 5000 0.00 D 2022-01-30 Common Shares 5000 0 D Stock Option (Right to Buy) 9.07 2015-08-14 4 D 0 5417 0.00 D 2023-05-09 Common Shares 5417 0 D Stock Option (Right to Buy) 11.03 2015-08-14 4 D 0 6500 0.00 D 2024-05-20 Common Shares 6500 0 D Under the Agreement and Plan of Merger ("Merger Agreement"), dated December 15, 2014, between Northwest Bancshares, Inc. ("Northwest") and LNB Bancorp, Inc. ("LNB"), the holder has the right to elect to receive consideration of either 1.461 shares of Northwest common stock or $18.70 in cash for each LNB common share, subject to proration to ensure that, in the aggregate, 50% of LNB's common shares will be converted into Northwest stock. No fractional shares of Northwest common stock will be issued, and the cash in lieu amount will be determined by multiplying such fractional share amount by $12.66. As of the date of this Form 4, the calculations related to the election and proration procedures set forth in the Merger Agreement have not been completed. Accordingly, it is not possible at this time to determine the form of merger consideration to be received by the Reporting Person. This option, which provided for vesting in three equal annual installments beginning February 4, 2009, was exchanged in the merger for a cash payment of $10,575 representing the difference between $18.70 and the exercise price of such LNB stock option. This option, which provided for vesting in three equal annual installments beginning January 30, 2013, was exchanged in the merger for a cash payment of $66,550 representing the difference between $18.70 and the exercise price of such LNB stock option. This option, which provided for vesting in three equal annual installments beginning May 9, 2014, was exchanged in the merger for a cash payment of $52,165 representing the difference between $18.70 and the exercise price of such LNB stock option. This option, which provided for vesting in three equal annual installments beginning May 20, 2015, was exchanged in the merger for a cash payment of $49,855 representing the difference between $18.70 and the exercise price of such LNB stock option. /s/Mary E. Miles, by James Nicholson as attorney-in-fact, pursuant to Power of Attorney 2015-08-19