(HBAN)

Role: SEVP of Significant Subsidiary
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, 04:33 PM
Previous filing: Jun 9, 2021
Next filing: Aug 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HBAN	Common Stock	Award	$0	+600K		$0.00	600K	Jun 9, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HBAN	Employee/Director Stock Option (Right to Buy)	Award	$0	+26.7K		$0.00	26.7K	Jun 9, 2021	Common Stock	26.7K	$17.89	Direct	F3
transaction	HBAN	Employee/Director Stock Option (Right to Buy)	Award	$0	+17.2K		$0.00	17.2K	Jun 9, 2021	Common Stock	17.2K	$15.64	Direct	F3

* 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.)
F2	Total includes 559, 578 service-based RSU awards, including the impact of dividend equivalents, that will vest in shares of common stock over the passage of time.
F3	Pursuant to the terms of the Merger Agreement, each TCF option outstanding and unexercised under TCF stock plans immediately prior to the Effective Time (a TCF Stock Option) was assumed and converted automatically into an option (an Adjusted Stock Option) to purchase, on the same terms and conditions as were applicable under such TCF Stock Option immediately prior to the Effective Time (including vesting terms), the number of shares of Huntington common stock (rounded down to the nearest whole number of shares of Huntington common stock) equal to the product of (A) the number of shares of TCF common stock subject to such TCF Stock Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, which Adjusted Stock Option shall have an exercise price equal to the quotient (rounded up tothe nearest whole cent) obtained by dividing (1) the exercise price of such TCF Stock Option immediately prior to the Effective Time, by (2) the Exchange Ratio.

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.