4//SEC Filing
FIRST NIAGARA FINANCIAL GROUP INC 4
Accession 0001051741-16-000458
CIK 0001051741operating
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 2:04 PM ET
Size
17.5 KB
Accession
0001051741-16-000458
Insider Transaction Report
Form 4
Rendulic Mark R
SVP, Western PA Regional Sales
Transactions
- Disposition to Issuer
Common Stock
2016-08-01−130,908→ 0 total - Disposition to Issuer
Common Stock
2016-08-01−10,349→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
2016-08-01−897→ 0 total(indirect: By ESOP) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
2016-08-01−19,536→ 0 totalExercise: $13.79Exp: 2021-01-24→ Common Stock (19,536 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
2016-08-01−30,924→ 0 totalExercise: $9.27Exp: 2024-03-28→ Common Stock (30,924 underlying) - Disposition to Issuer
Series B Nonconvertible Preferred Stock
2016-08-01−1,000→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
2016-08-01−17,550→ 0 totalExercise: $8.86Exp: 2023-03-28→ Common Stock (17,550 underlying)
Footnotes (6)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock unit award was converted into a KeyCorp restricted stock unit for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock unit award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- [F2]Disposed of pursuant to the Merger Agreement. Pursuant to the Merger, each issued and outstanding share of issuer Series B Nonconvertible Preferred Stock was converted into one share of a newly issued series of Fixed-to-Floating Rate Perpetual Noncumulative Preferred Stock, Series C of KeyCorp. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer preferred stock.
- [F3]Disposed of pursuant to the Merger. Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. As a result of the Merger, the reporting person no longer beneficially owns indirectly any shares of issuer common stock.
- [F4]This option, which provided for vesting in three equal annual installments beginning January 24, 2012, was assumed by KeyCorp in the Merger and replaced with an option to purchase 17,191 shares of KeyCorp common stock for $15.68 per share.
- [F5]This option, which provided for vesting in three equal annual installments beginning March 28, 2014, was assumed by KeyCorp in the Merger and replaced with an option to purchase 15,444 shares of KeyCorp common stock for $10.07 per share.
- [F6]This option, which provided for vesting in three equal annual installments beginning March 28, 2015, was assumed by KeyCorp in the Merger and replaced with an option to purchase 27,213 shares of KeyCorp common stock for $10.54 per share.
Documents
Issuer
FIRST NIAGARA FINANCIAL GROUP INC
CIK 0001051741
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001051741
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 2:04 PM ET
- Size
- 17.5 KB