0001051741-16-000461.txt : 20160802
0001051741-16-000461.hdr.sgml : 20160802
20160802140549
ACCESSION NUMBER: 0001051741-16-000461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160801
FILED AS OF DATE: 20160802
DATE AS OF CHANGE: 20160802
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST NIAGARA FINANCIAL GROUP INC
CENTRAL INDEX KEY: 0001051741
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 161545669
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 726 EXCHANGE STREET
STREET 2: SUITE 618
CITY: BUFFALO
STATE: NY
ZIP: 14210
BUSINESS PHONE: 7168195500
MAIL ADDRESS:
STREET 1: 726 EXCHANGE STREET
STREET 2: SUITE 618
CITY: BUFFALO
STATE: NY
ZIP: 14210
FORMER COMPANY:
FORMER CONFORMED NAME: NIAGARA BANCORP INC
DATE OF NAME CHANGE: 19971218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Highsmith Carlton L
CENTRAL INDEX KEY: 0001379848
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35390
FILM NUMBER: 161799967
MAIL ADDRESS:
STREET 1: C/O NEWALLIANCE BANK
STREET 2: 195 CHURCH STREET
CITY: NEW HAVEN
STATE: CT
ZIP: 06510
4
1
wf-form4_147016113652589.xml
FORM 4
X0306
4
2016-08-01
1
0001051741
FIRST NIAGARA FINANCIAL GROUP INC
FNFG
0001379848
Highsmith Carlton L
726 EXCHANGE STREET
SUITE 618
BUFFALO
NY
14210
1
0
0
0
Common Stock
2016-08-01
4
D
0
87718
D
0
D
Stock Options
14.69
2016-08-01
4
D
0
6715
D
2016-11-28
Common Stock
6715.0
0
D
Stock Options
11.49
2016-08-01
4
D
0
8637
D
2017-11-05
Common Stock
8637.0
0
D
Stock Options
12.25
2016-08-01
4
D
0
7913
D
2018-11-03
Common Stock
7913.0
0
D
Stock Options
10.01
2016-08-01
4
D
0
10813
D
2019-11-02
Common Stock
10813.0
0
D
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 award was converted into 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 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.
This option, which provided for vesting in three equal annual installments beginning January 1, 2007, was assumed by KeyCorp in the Merger and replaced with an option to purchase 5,909 shares of KeyCorp common stock for $16.70 per share.
This option, which provided for vesting in three equal annual installments beginning November 5, 2008, was assumed by KeyCorp in the Merger and replaced with an option to purchase 7,600 shares of KeyCorp common stock for $13.06 per share.
This option, which provided for vesting in three equal annual installments beginning November 2, 2009, was assumed by KeyCorp in the Merger and replaced with an option to purchase 6,963 shares of KeyCorp common stock for $13.93 per share.
This option, which provided for vesting in three equal annual installments beginning November 2, 2010, was assumed by KeyCorp in the Merger and replaced with an option to purchase 9,515 shares of KeyCorp common stock for $11.38 per share.
/s/ Joanne M. Bramer, power of attorney for Carlton L. Highsmith
2016-08-02