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