SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SHAFER THOMAS C
(Last) (First) (Middle)
HUNTINGTON CENTER
41 S. HIGH STREET
(Street)
COLUMBUS OH 43287
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC /MD/ [ HBAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SEVP of Significant Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/09/2021 A 599,710 A $0.0000(1) 599,710(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee/Director Stock Option (Right to Buy) $17.89 06/09/2021 A 26,667 02/21/2018 02/22/2027 Common Stock 26,667 $0.0000(3) 26,667 D
Employee/Director Stock Option (Right to Buy) $15.64 06/09/2021 A 17,185 08/09/2018 08/10/2027 Common Stock 17,185 $0.0000(3) 17,185 D
Explanation of Responses:
1. 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.)
2. 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.
3. 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.
Elizabeth B. Moore, Attorney-in-Fact 06/11/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.