Sec Form 4 Filing - BRIGGS ROBERT W @ FIRSTMERIT CORP /OH/ - 2016-03-21

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
BRIGGS ROBERT W
2. Issuer Name and Ticker or Trading Symbol
FIRSTMERIT CORP /OH/ [ FMER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
III CASCADE PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2016
(Street)
AKRON, OH44308
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 03/21/2016 J( 1 ) 147.1886 A $ 21.28 18,571.7369 I by Managed Account
Common Stock 06/20/2016 J( 1 ) 151.7882 A $ 20.8 18,723.5251 I by Managed Account
Common Stock 08/16/2016 D 28,884.8534 D 0 D
Common Stock 08/16/2016 D 18,723.5251 D 0 I by Managed Account
Restricted Stock 08/16/2016 D 2,843 D 0 D
Depositary Shares 08/16/2016 D 4,000 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 $ 20.0754 ( 8 ) ( 9 ) ( 10 ) 08/16/2016 D 3,045 10/19/2007 04/19/2017 Common Stock 3,045 ( 8 ) ( 9 ) ( 10 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BRIGGS ROBERT W
III CASCADE PLAZA
AKRON, OH44308
X
Signatures
By: Carlton E. Langer For: Robert W. Briggs 08/18/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Allocated to the reporting person's account pursuant to a dividend reinvestment feature of the FirstMerit Corporation Director Deferred Compensation Plan.
( 2 )Pursuant to the Agreement and Plan of Merger, dated January 25, 2016 (the "Merger Agreement"), among Huntington Bancshares Incorporated ("Huntington"), FirstMerit Corporation ("FirstMerit") and West Subsidiary Corporation ("Merger Sub"), upon completion of the merger of Merger Sub with and into FirstMerit (the "Merger") as contemplated by the Merger Agreement, each share of FirstMerit common stock held by the reporting person was converted into the right to receive, without interest, 1.72 shares of the common stock, par value $0.01 per share, of Huntington (market value of $16.49 per 1.72 shares of Huntington common stock) and $5.00 in cash (the "Merger Consideration").
( 3 )Upon completion of the Merger, (i) each award of restricted shares of FirstMerit common stock (each, a "FirstMerit Restricted Stock Award") and each award of FirstMerit restricted stock units (each, a "FirstMerit RSU Award") granted prior to January 25, 2016 fully vested upon completion of the Merger and was converted into the right to receive the Merger Consideration, less applicable tax withholdings, and
( 4 )(Continued from Footnote 3) (ii) each FirstMerit Restricted Stock Award and each FirstMerit RSU Award granted on or following January 25, 2016 was converted into a restricted stock award or a restricted stock unit award (as applicable) relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Restricted Stock Award or FirstMerit RSU Award (as applicable) immediately prior to 12:01 a.m., August 16, 2016 (the "Effective Time"), multiplied by (b) 2.2414 , with any fractional shares rounded to the nearest whole share of Huntington common stock.
( 5 )This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 6,372 shares of Huntington common stock.
( 6 )Each Depository Share represents a 1/40th interest in a share of FirstMerit's 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value (each, a "Preferred Share").
( 7 )Pursuant to the Merger Agreement, upon completion of the merger of FirstMerit with and into Huntington, each Preferred Share indirectly held by the reporting person through Depositary Shares was converted into the right to receive, without interest, one share of 5.875% Series C Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of Huntington.
( 8 )Upon completion of the Merger, (i) each option granted by FirstMerit to purchase FirstMerit common stock (each, a "FirstMerit Stock Option") with an exercise price per share that was less than the per share cash equivalent of the Merger Consideration was converted into the right to receive the Merger Consideration in respect of each net share covered by the FirstMerit Stock Option, less applicable tax withholdings, and
( 9 )(Continued from Footnote 8) (ii) each FirstMerit Stock Option with an exercise price per share that was greater than or equal to the per share cash equivalent of the Merger Consideration was converted into an option to purchase the number of shares of Huntington common stock (rounded down to the nearest whole number) equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Stock Option, multiplied by (b) 2.2414, at an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (c) the exercise price per share of FirstMerit common stock subject to such FirstMerit Stock Option by (d) 2.2414.
( 10 )This FirstMerit Stock Option ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $1,009.46 and (ii) 344 shares of Huntington common stock.

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