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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/06/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/31/2003 | J(1) | 1,533 | A | $0(1) | 132,735 | D | |||
Common Stock | 01/15/2004 | J(2) | V | 283 | A | $13.07 | 133,018 | D | ||
Common Stock | 02/06/2004 | M | 2,000 | A | $12.06 | 135,018 | D | |||
Common Stock | 02/06/2004 | S(3) | 2,000 | D | $14.29 | 133,018 | D | |||
Common Stock | 02/09/2004 | M | 5,000 | A | $12.06 | 138,018 | D | |||
Common Stock | 02/09/2004 | S(3) | 5,000 | D | $14.57 | 133,018 | D | |||
Common Stock | 52,712 | D(4) | ||||||||
Common Stock | 318,876 | D(5) | ||||||||
Common Stock | 59,304 | D(6) | ||||||||
Common Stock | 204,000 | I(7) | Footnote7 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option(8) | $12.06 | 02/06/2004 | M | 2,000 | 12/31/2003 | 01/13/2013 | Common Stock | 2,000 | $12.06 | 14,983 | D | ||||
Stock Option(8) | $12.06 | 02/09/2004 | M | 5,000 | 12/31/2003 | 01/13/2013 | Common Stock | 5,000 | $12.06 | 9,983 | D | ||||
Stock Option(8) | $14.6875 | 12/31/1998 | 03/01/2008 | Common Stock | 19,064 | 19,064 | D | ||||||||
Stock Option(8) | $11.5625 | 12/31/1999 | 01/11/2009 | Common Stock | 8,648 | 8,648 | D | ||||||||
Stock Option(8) | $11.063 | 12/31/2000 | 01/11/2010 | Common Stock | 9,039 | 9,039 | D | ||||||||
Stock Option(8) | $10.75 | 12/31/2001 | 01/31/2011 | Common Stock | 9,302 | 9,302 | D | ||||||||
Stock Option(8) | $11.7 | 12/31/2002 | 01/23/2012 | Common Stock | 8,547 | 8,547 | D |
Explanation of Responses: |
1. 1523 shares from a 2003 year-end employee stock ownership plan (ESOP) allocation, including shares purchased during the year due to the automatic reinvestment of dividends on shares held in the ESOP; the average price/per share was $10.74; also includes 10 shares purchased through a 401(k) plan in 2003, average price per share was $12.80. Because Form 4 reportable transacitons occurred before the ESOP/401(k) year end statement information was available, this transaction is being reported on Form 4--a Form 5 Annual Statement will not be filed. The shares total reported in Column 5 is the current balance of beneficially owned shares as of this filing date. |
2. Shares purchased through the automatic reinvestment of quarterly dividends; the price per share reflects a 10% discount on the fair market value, a bonus feature of the plan for all participants. |
3. This sale is made pursuant to previously adopted trading instructions intended to comply with Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1933. These trading instructions were adopted on September 18, 2003. The representations regarding material non-public adverse information speaks as of that date. |
4. Total FCF shares held by Atlas Investment Company, of which Mr. Trimarchi is a 25% owner. |
5. Total FCF shares held by County Wide Real Estate, of which Mr. Trimarchi is 50% owner. |
6. Total FCF shares held by family interests of which Mr. Trimarchi exercises sole voting and investment power. |
7. Total FCF shares owned by Berkshire Securities Corporation. Mr. Trimarchi shares voting and investment power on the shares, along with other directors and officers of Berkshire. |
8. Incentive/non-qualified stock option grants--Option to buy. Figures in Column 9 reflect the balance total for each separate option. |
Wendy Kelly Reynolds,attorney-in-fact for E. James Trimarchi | 02/10/2004 | |
** 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. |