| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCF | Common Stock | Award | $0 | +80.9K | +29.05% | $0.00 | 359K | Jun 9, 2021 | Direct | F1 |
| transaction | TCF | Common Stock | Disposed to Issuer | -359K | -100% | 0 | Jun 9, 2021 | Direct | F2, F3, F4 | ||
| transaction | TCF | Common Stock | Disposed to Issuer | -371 | -100% | 0 | Jun 9, 2021 | By spouse | F3, F5 | ||
| transaction | TCF | Common Stock | Disposed to Issuer | -968 | -100% | 0 | Jun 9, 2021 | By son | F3, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TCF | Restricted Stock Service-Based Units (2018) | Disposed to Issuer | -9.63K | -100% | 0 | Jun 9, 2021 | Common Stock | 9.63K | Direct | F4, F6 | |||
| transaction | TCF | Restricted Stock AIG Service-Based Units (2/2019) | Disposed to Issuer | -7.48K | -100% | 0 | Jun 9, 2021 | Common Stock | 7.48K | Direct | F4, F7 | |||
| transaction | TCF | Restricted Stock Service-Based Units (2019) | Disposed to Issuer | -10.7K | -100% | 0 | Jun 9, 2021 | Common Stock | 10.7K | Direct | F4, F8 |
Gary Torgow is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects the conversion of performance-based restricted stock units into service-based restricted stock units, as contemplated by the agreement and plan of merger, dated as of December 13, 2020 (the "Merger Agreement") between the issuer and Huntington Bancshares Incorporated, a Maryland corporation ("Huntington"), pursuant to which the issuer will merge with and into Huntington (the "Merger"). The units are convertible into shares of the issuer's common stock on a one-for-one basis on the applicable vesting dates, subject to certain exceptions. The Merger closed on June 9, 2021. On June 8, 2021, the closing price of the issuer was $45.18, and the closing price of Huntington was $15.21. |
| F2 | Includes 206,338 service-based restricted stock units of the issuer ("the Issuer RSUs"). |
| F3 | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of issuer common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) converted into the right to receive 3.0028 shares of Huntington common stock (the "Exchange Ratio"). All fractional share holdings were paid in cash. |
| F4 | The Issuer RSUs held by the reporting person were convertible into shares of the issuer's common stock on a one-for-one basis. Pursuant to the terms of the Merger Agreement, these Issuer RSUs were assumed by Huntington and converted into a restricted stock unit award of Huntington with the same terms and conditions as were applicable under such Issuer RSU award immediately prior to the Effective Time (including vesting terms) and relating to the number of shares of Huntington common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded to the nearest whole share of Huntington common stock. |
| F5 | 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 the securities. |
| F6 | These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/27/2019. |
| F7 | These Issuer RSUs provided for vesting in 3 equal annual installments beginning on 2/25/2020. |
| F8 | These Issuer RSUs provided for vesting in 5 equal annual installments beginning on 2/25/2020. |