Sec Form 4 Filing - Jones Michael Scott @ HUNTINGTON BANCSHARES INC /MD/ - 2021-06-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Jones Michael Scott 2. Issuer Name and Ticker or Trading Symbol HUNTINGTON BANCSHARES INC /MD/ [ HBAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SEVP of Significant Subsidiary (Last) (First) (Middle) HUNTINGTON CENTER, 41 S. HIGH STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2021 (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 06/09/2021 A 257,615 A $ 0 ( 1 ) 257,615 ( 2 ) D Common Stock 06/09/2021 A 202,647 A $ 0 ( 1 ) 202,647 ( 3 ) I by Revocable Trust Common Stock 06/09/2021 A 42,914.4961 A $ 0 ( 1 ) 42,914.4961 I by TCF 401(k) Plan Common Stock 06/09/2021 A 39,280.9021 A $ 0 ( 1 ) 39,280.9021 I By TCF SERP Dep Shares-int in 6.25% Ser D Non-Cum Perp Pref Stk 1,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Michael Scott HUNTINGTON CENTER 41 S. HIGH STREET COLUMBUS, OH43287 SEVP of Significant Subsidiary Signatures Elizabeth B. Moore, Attorney-in-Fact 06/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to the Agreement and Plan of Merger, dated as of December 13, 2020 (the Merger Agreement), by and between Huntington Bancshares Incorporated (Huntington) and TCF Financial Corporation (TCF), pursuant to which TCF merged with and into Huntington, with Huntington continuing as the surviving corporation (Merger), on June 9, 2021 (the Closing Date). Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of the common stock, par value $1.00 per share, of TCF (TCF Common Stock) issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 3.0028 shares (the Exchange Ratio and such shares the Merger Consideration) of common stock, par value $0.01 per share of Huntington (Huntington Common Stock). (Continued in Remarks section below.) ( 2 )Total reflects service-based RSA and RSU awards, including the impact of dividend equivalents, that will vest in shares of common stock over the passage of time. ( 3 )The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of thesecurities.

Remarks: In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding TCF equity award granted under TCF equity compensation plans, other than unvested TCF restricted stock awards held by non-employee directors, was converted into a corresponding award with respect to Huntington Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted Huntington equity award continues to be subject to the same terms and conditions as applied to the corresponding TCF equity award immediately prior to the Effective Time, except that, in the case of TCF restricted stock unit awards, the number of shares underlying the converted Huntington equity award was determined with any performance goals deemed satisfied at the target level of performance. At the Effective Time, each outstanding unvested restricted stock award held by a non-employee director vested and was converted into the right to receive the Merger Consideration in respect of each share of TCF Common Stock subject to such TCF restricted stock award immediately prior to the Effective Time.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.