(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: Jul 19, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HBAN	Common Stock	Award	$0	+258K	$0.00	258K	Jun 9, 2021	Direct	F1, F2
transaction	HBAN	Common Stock	Award	$0	+203K	$0.00	203K	Jun 9, 2021	by Revocable Trust	F1, F3
transaction	HBAN	Common Stock	Award	$0	+42.9K	$0.00	42.9K	Jun 9, 2021	by TCF 401(k) Plan	F1
transaction	HBAN	Common Stock	Award	$0	+39.3K	$0.00	39.3K	Jun 9, 2021	By TCF SERP	F1
holding	HBAN	Dep Shares-int in 6.25% Ser D Non-Cum Perp Pref Stk					1K	Jun 9, 2021	Direct

* 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 reflects service-based RSA and RSU awards, including the impact of dividend equivalents, that will vest in shares of common stock over the passage of time.
F3	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 thesecurities.

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.