Sec Form 4 Filing - Lossing Roger Alan @ DCB FINANCIAL CORP - 2017-04-03

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 Lossing Roger Alan 2. Issuer Name and Ticker or Trading Symbol DCB FINANCIAL CORP [ DCBF.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Wealth Management (Last) (First) (Middle) 110 RIVERBEND AVENUE, PO BOX 1001 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2017 (Street) LEWIS CENTER, OH43035 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 DCB Financial Corp Common Stock 04/03/2017 F 653 D $ 18.04 27,227 D DCB Financial Corp Common Stock 04/03/2017 D 27,227 D $ 0 ( 1 ) 0 D DCB Financial Corp Common Stock 04/03/2017 D 5,305.01 D $ 0 ( 1 ) 0 I By 401(k) DCB Financial Corp Common Stock 04/03/2017 D 35,003 D $ 0 ( 1 ) 0 I IRA

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 DCBF Employee Stock Options-Calls $ 4.5 04/03/2017 D 644 ( 2 ) 12/21/2022 DCB Financial Corp Common Stock 644 $ 14.19 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lossing Roger Alan 110 RIVERBEND AVENUE PO BOX 1001 LEWIS CENTER, OH43035 SVP Wealth Management Signatures J. Daniel Mohr, Attorney-in-Fact 04/03/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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.

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).

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