Sec Form 4 Filing - BECK BRUCE J @ COMMERCIAL BANCSHARES INC \OH\ - 2017-02-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BECK BRUCE J
2. Issuer Name and Ticker or Trading Symbol
COMMERCIAL BANCSHARES INC \OH\ [ CMOH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Staff Counsel
(Last) (First) (Middle)
2923 GLENEAGLE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2017
(Street)
FINDLAY, OH45840
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 I By spouse
Common Stock 02/24/2017 D 4,971.6334 ( 2 ) D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BECK BRUCE J
2923 GLENEAGLE DRIVE
FINDLAY, OH45840
Staff Counsel
Signatures
/s/Bruce J. Beck 02/24/2017
Signature of Reporting Person Date
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).

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