Huntington Bancshares (HBAN)

Filed: 3 May 19, 4:12pm
SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Thompson Mark E



2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior EVP of Principal Sub.
3. Date of Earliest Transaction (Month/Day/Year)
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 Stock05/01/2019A8,986(1)A$0.0000610,598.963D
Common Stock05/01/2019F1,786(2)D$13.77608,812.963D
Common Stock05/01/2019F5,120(2)D$13.77603,692.963D
Common Stock17,690IBy Executive Deferred Compensation Plan
Common Stock65,364IBy Issuer's Investment and Tax Savings Plan (401(k) Plan)
Common Stock18,691IBy 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)$13.7705/01/2019A64,79005/01/2020(3)05/01/2029Common Stock64,790$0.0000(4)64,790D
Employee/Director Stock Option (Right to Buy)$7.0605/01/201405/01/2020Common Stock88,03288,032D
Employee/Director Stock Option (Right to Buy)$9.0805/01/201505/01/2021Common Stock44,73744,737D
Employee/Director Stock Option (Right to Buy)$10.0605/01/201705/01/2026Common Stock43,20243,202D
Employee/Director Stock Option (Right to Buy)$10.8905/01/201605/01/2025Common Stock36,47836,478D
Employee/Director Stock Option (Right to Buy)$13.0905/01/201805/01/2027Common Stock29,35929,359D
Employee/Director Stock Option (Right to Buy)$14.8105/01/201905/01/2028Common Stock50,87250,872D
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 options were awarded under the Issuer's equity compensation plan.
Elizabeth B. Moore05/03/2019
** 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).
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.