Statement of Changes in Beneficial Ownership (4)
03 August 2016 - 4:06AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rendulic Mark R
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2. Issuer Name
and
Ticker or Trading Symbol
FIRST NIAGARA FINANCIAL GROUP INC
[
FNFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP, Retail Banking
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(Last)
(First)
(Middle)
726 EXCHANGE STREET, SUITE 618
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2016
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(Street)
BUFFALO, NY 14210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/1/2016
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D
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130908
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D
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(1)
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0
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D
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Series B Nonconvertible Preferred Stock
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8/1/2016
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D
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1000
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D
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(2)
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0
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D
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Common Stock
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8/1/2016
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D
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10349
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D
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(3)
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0
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I
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By 401k
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Common Stock
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8/1/2016
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D
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897
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D
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(3)
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0
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I
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By ESOP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified Stock Option (Right to Buy)
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$13.79
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8/1/2016
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D
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19536
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(4)
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1/24/2021
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Common Stock
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19536.0
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(4)
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0
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D
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Non-qualified Stock Option (Right to Buy)
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$8.86
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8/1/2016
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D
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17550
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(5)
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3/28/2023
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Common Stock
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17550.0
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(5)
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0
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D
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Non-qualified Stock Option (Right to Buy)
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$9.27
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8/1/2016
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D
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30924
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(6)
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3/28/2024
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Common Stock
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30924.0
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(6)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock unit award was converted into a KeyCorp restricted stock unit for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock unit award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
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(
2)
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Disposed of pursuant to the Merger Agreement. Pursuant to the Merger, each issued and outstanding share of issuer Series B Nonconvertible Preferred Stock was converted into one share of a newly issued series of Fixed-to-Floating Rate Perpetual Noncumulative Preferred Stock, Series C of KeyCorp. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer preferred stock.
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(
3)
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Disposed of pursuant to the Merger. Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. As a result of the Merger, the reporting person no longer beneficially owns indirectly any shares of issuer common stock.
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(
4)
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This option, which provided for vesting in three equal annual installments beginning January 24, 2012, was assumed by KeyCorp in the Merger and replaced with an option to purchase 17,191 shares of KeyCorp common stock for $15.68 per share.
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(
5)
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This option, which provided for vesting in three equal annual installments beginning March 28, 2014, was assumed by KeyCorp in the Merger and replaced with an option to purchase 15,444 shares of KeyCorp common stock for $10.07 per share.
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(
6)
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This option, which provided for vesting in three equal annual installments beginning March 28, 2015, was assumed by KeyCorp in the Merger and replaced with an option to purchase 27,213 shares of KeyCorp common stock for $10.54 per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rendulic Mark R
726 EXCHANGE STREET
SUITE 618
BUFFALO, NY 14210
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EVP, Retail Banking
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Signatures
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Kristy Berner, power of attorney for Mark R. Rendulic
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8/2/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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