SEC FORM 4

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

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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^*

Grebenc Jane

(Last)

(First)

(Middle)

601 PHILADELPHIA STREET

(Street)

INDIANA

15701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST COMMONWEALTH FINANCIAL CORP /PA/ [ FCF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2022		A⁽¹⁾		19,092	A	$0	140,715	D
Common Stock	02/18/2022		F⁽²⁾		9,563	D	$0	131,996⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units-Service Based	⁽⁴⁾	02/18/2022		M			7,400	⁽⁴⁾	⁽⁴⁾	Common Stock	7,400	$0	0	D
Restricted Stock Units-Service Based	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	7,600		7,600	D
Restricted Stock Units-Service Based	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	8,450		16,050	D
Restricted Stock Units-Service Based	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	6,300		22,350	D

Explanation of Responses:

1. Shares issued as settlement of performance and service based restricted stock units granted under the First Commonwealth Financial Corporation 2019-2021 Long-Term Incentive Plan.

2. Shares held by the issuer to satisfy tax withholding obligations in connection with the Long-Term Incentive Plan referenced in footnote 1.

3. Balance includes 844 shares purchased in February 2022 through the automatic reinvestment of dividends as an enrolled participant in First Commonwealth's dividend reinvestment plan.

4. Service based stock units awarded in 2019 and converted to FCF common stock on a 1-for-1 basis after a 3 year vesting period.

5. Award in 2020 of service based stock units convertible into shares of FCF common stock on a 1-for-1 basis at the end of a 3 year vesting period.

6. Award in 2021 of service based stock units convertible into shares of FCF common stock on a 1-for-1 basis at the end of a 3 year vesting period.

7. Award in 2022 of service based stock units convertible into shares of FCF common stock on a 1-for-1 basis at the end of a 3 year vesting period.

	Matthew C. Tomb POA for Jane Grebenc	02/23/2022
	** 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).
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