Jeffrey L. Tate - Jun 9, 2021 Form 4 Insider Report for HUNTINGTON BANCSHARES INC /MD/ (HBAN)

Role
Director
Signature
Elizabeth B. Moore, Attorney-in-Fact
Stock symbol
HBAN
Transactions as of
Jun 9, 2021
Transactions value $
$0
Form type
4
Date filed
6/11/2021, 04:11 PM
Previous filing
Jun 7, 2021
Next filing
Jun 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HBAN Common Stock Award $0 +30.2K $0.00 30.2K Jun 9, 2021 Direct F1
transaction HBAN Common Stock Award $0 +31.3K $0.00 31.3K Jun 9, 2021 TCF Director Deferred Compensation Plan F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.)

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.