Cubbin Robert S Form 4 HUNTINGTON BANCSHARES / ROBERT S CUBBIN ownership change

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^*

CUBBIN ROBERT S

(Last) (First) (Middle)

HUNTINGTON CENTER

41 S. HIGH STREET

(Street)

COLUMBUS OH 43287

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [ HBAN ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2016

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	08/16/2016		A		48,889	A	$0(1)	48,889	D
Common Stock	08/16/2016		A		6,372	A	$0(2)	55,261	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

Explanation of Responses:

1. These shares were received in exchange for 28,424 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock, without par value, was automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.

2. These shares were received in exchange for a restricted stock award in respect of 2,843 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Each share of FirstMerit common stock subject to the restricted stock award vested and was cancelled upon the consummation of the merger and was automatically converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share, plus cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $21.61.

	Elizabeth B. Moore	08/18/2016
	** 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).
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