Sec Form 4 Filing - STEINOUR STEPHEN D @ HUNTINGTON BANCSHARES INC/MD - 2020-05-01

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
STEINOUR STEPHEN D
2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [ HBAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO & Chairman
(Last) (First) (Middle)
HUNTINGTON CENTER, 41 S. HIGH STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2020
(Street)
COLUMBUS, OH43287
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 05/01/2020 A 105,017 ( 1 ) A $ 0 5,563,344.6 D
Common Stock 05/01/2020 F 6,681 ( 2 ) D $ 8.57 5,556,663.6 D
Common Stock 05/01/2020 F 8,663 ( 2 ) D $ 8.57 5,548,000.6 D
Dep Shares-int in 6.25% Ser D Non-Cum Perp Pref Stk 20,000 D
Common Stock 41,557 I By Executive Deferred Compensation Plan
Common Stock 39,497.99 ( 3 ) I By Issuer's Investment and Tax Savings Plan (401(k) Plan)
Common Stock 72,829.94 ( 3 ) I By Issuer's Supplemental Stock Purchase and Tax Savings Plan
Common Stock 478,235 I by Trust
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
Employee/Director Stock Option (Right to Buy) $ 8.57 05/01/2020 A 760,135 05/01/2021( 4 ) 05/01/2030 Common Stock 760,135 $ 0 760,135 D
Employee/Director Stock Option (Right to Buy) $ 9.08 05/01/2015 05/01/2021 Common Stock 311,097 311,097 D
Employee/Director Stock Option (Right to Buy) $ 10.06 05/01/2017 05/01/2026 Common Stock 335,253 335,253 D
Employee/Director Stock Option (Right to Buy) $ 10.89 05/01/2016 05/01/2025 Common Stock 277,237 277,237 D
Employee/Director Stock Option (Right to Buy) $ 13.09 05/01/2018 05/01/2027 Common Stock 266,903 266,903 D
Employee/Director Stock Option (Right to Buy) $ 13.77 05/01/2020 05/01/2029 Common Stock 589,005 589,005 D
Employee/Director Stock Option (Right to Buy) $ 14.81 05/01/2019 05/01/2028 Common Stock 484,496 484,496 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEINOUR STEPHEN D
HUNTINGTON CENTER
41 S. HIGH STREET
COLUMBUS, OH43287
X President, CEO & Chairman
Signatures
Elizabeth B. Moore 05/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )An award of restricted stock units, to be released in shares of common stock, that vests in two equal installments: 50% on the third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant.
( 2 )Shares were withheld to cover the associated tax liability upon the vesting of a previously granted award of RSUs.
( 3 )Total includes exempt acquisitions of shares in plan through March 31, 2020.
( 4 )The options become exercisable in 4 equal annual increments beginning on the first anniversary of the date of grant. The date reported is the first anniversary when a portion of the options first become exercisable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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