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Huntington Bancshares (HBAN)

Filed: 3 May 18, 4:24pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McCullough Howell D. III

(Last)(First)(Middle)
HUNTINGTON CENTER
41 S. HIGH STREET

(Street)
COLUMBUSOH43287

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [ HBAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO & Sr EVP
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock05/01/2018A23,632(1)A$0.0000471,219D
Common Stock05/01/2018F1,471(2)D$14.81469,748D
Common Stock05/01/2018F8,811(2)D$14.81460,937D
Common Stock3,622IBy Issuer's Supplemental Stock Purchase and Tax Savings Plan
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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee/Director Stock Option (Right to Buy)$14.8105/01/2018A135,65805/01/2019(3)05/01/2028Common Stock135,658$0.0000(4)135,658D
Employee/Director Stock Option (Right to Buy)$9.0805/01/201505/01/2021Common Stock60,84360,843D
Employee/Director Stock Option (Right to Buy)$9.8704/09/201504/09/2021Common Stock300,000300,000D
Employee/Director Stock Option (Right to Buy)$10.0605/01/201705/01/2026Common Stock82,94982,949D
Employee/Director Stock Option (Right to Buy)$10.8905/01/201605/01/2025Common Stock64,20264,202D
Employee/Director Stock Option (Right to Buy)$13.0905/01/201805/01/2027Common Stock74,73374,733D
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. 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.
4. These stock options were granted under the Issuer's 2018 Long-Term Incentive Plan.
Elizabeth B. Moore05/03/2018
** Signature of Reporting PersonDate
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).
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