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*
ORIE JAMES

(Last) (First) (Middle)
ONE NORTH SHORE CENTER
12 FEDERAL STREET

(Street)
PITTSBURGH PA 15212

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FNB CORP/PA/ [ FNB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Chief Legal Officer Corporate Secretary
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2017
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 04/03/2017 A 4,471(1) A (1) 12,846.2341 D
Common Stock 04/03/2017 F 1,855(2) D (2) 10,991.2341 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
Restricted Stock Units (3) 04/03/2017 M 2,219.0524(4) 03/31/2017(3) 03/31/2017(3) Common Stock 2,219.0524(4) $0.00 0 D
Restricted Stock Units (5) 04/03/2017 A 2,836 04/03/2020 04/03/2020 Common Stock 2,836 $0.00 2,836 D
Explanation of Responses:
1. 4,471 shares vested from the 2014 Long Term Incentive Plan. 2,219 shares were Time-Based and 2,252 shares were Performance-Based.
2. From the above mentioned vesting, 1,855 shares were used to cover the tax portion. 898 shares for the Time-Based award and 957 shares for the Performance-Based award.
3. Converted into common stock on one-to-one basis upon satisfaction of vesting conditions.
4. Includes 17 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan in 2017.
5. Representing contingent right to receive one share of common stock per restricted stock unit upon satisfaction of vesting conditions.
Remarks:
/s/James G. Orie 04/05/2017
** 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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