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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (ISO) Right To Buy (3) | $ 9.86 | 04/01/2018 | A | 3,560 | 12/31/2016 | 04/10/2023 | Common Stock | 3,560 | (4) | 3,560 | D | ||||
Employee Stock Option (ISO) Right To Buy (3) | $ 11.59 | 04/01/2018 | A | 5,225 | 12/31/2017 | 02/03/2024 | Common Stock | 5,225 | (5) | 5,225 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ANDERSON JAMES M 255 EAST 5TH STREET, SUITE 2900 CINCINNATI, OH 45202 |
Chief Financial Officer |
/s/ Billie L. Meents, POA | 04/05/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Due to an error in the calculation of common shares directly held by the reporting person, the Form 4 filed on 4/3/2018 incorrectly stated the number of common shares of FFBC stock acquired by the reporting person as a result of the merger of First Financial Bancorp and MainSource Financial Group which closed on 4/1/2018. The number of shares was originally reported as 33,691, and should have been reported as 29,922. |
(2) | Received pursuant to the merger agreement between First Financial Bancorp. ("First Financial") and MainSource Financial Group, Inc. ("MainSource"), dated July 25, 2017 (the "Merger Agreement"), pursuant to which MainSource was merged with and into First Financial on April 1, 2018 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of MainSource's common stock converted into the right to receive 1.3875 shares of First Financial common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted share and each outstanding performance share unit fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of MainSource's common stock underlying such award, less applicable tax withholdings. On the trading day immediately preceding Effective Date, the closing price of MainSource's common stock was $40.65 per share and the closing price of First Financial's common stock was $29.35 per share. |
(3) | Form 4 filed on 4/3/2018 included incorrect information in the footnote related to this acquisition of shares. The footnote has been updated to reflect the correct information related to the acquisition. |
(4) | Received in the Merger in exchange for an employee stock option to acquire 2,566 shares of MainSource common stock for $13.67 per share. |
(5) | Received in the Merger in exchange for an employee stock option to acquire 3,766 shares of MainSource common stock for $16.08 per share. |