Mark R Rendulic Form 4 FIRST NIAGARA FINANCIAL / Mark R Rendulic 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^*

Rendulic Mark R

(Last) (First) (Middle)

726 EXCHANGE STREET

SUITE 618

(Street)

BUFFALO NY 14210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NIAGARA FINANCIAL GROUP INC [ FNFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Retail Banking

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2015

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	12/22/2015		M(1)		35,100	A	$8.86	178,812	D
Common Stock	12/22/2015		M(1)		15,463	A	$9.27	194,275	D
Common Stock	12/22/2015		M(1)		35,046	A	$9.84	229,321	D
Common Stock	12/22/2015		D(1)		74,761	D	$10.69	154,560	D
Common Stock	12/22/2015		F(1)		4,011	D	$10.69	150,549	D
Series B Nonconvertible Preferred Stock								1,000	D
Common Stock								897	I	By ESOP
Common Stock								10,263	I	By 401k

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
Non-qualified Stock Option (Right to Buy)	$13.79							01/24/2012	01/24/2021	Common Stock	19,536		19,536	D
Non-qualified Stock Option (Right to Buy)	$9.84							03/30/2013	03/30/2022	Common Stock	35,046		35,046	D
Non-qualified Stock Option (Right to Buy)	$9.84	12/22/2015		M			35,046	03/30/2013	03/30/2022	Common Stock	35,046	$0	0	D
Non-qualified Stock Option (Right to Buy)	$8.86							03/28/2014	03/28/2023	Common Stock	52,650		52,650	D
Non-qualified Stock Option (Right to Buy)	$8.86	12/22/2015		M			35,100	03/28/2014	03/28/2023	Common Stock	35,100	$0	17,550	D
Non-qualified Stock Option (Right to Buy)	$9.27							03/28/2015	03/28/2024	Common Stock	46,387		46,387	D
Non-qualified Stock Option (Right to Buy)	$9.27	12/22/2015		M			15,463	03/28/2015	03/28/2024	Common Stock	15,463	$0	30,924	D

Explanation of Responses:

1. The exercise of the option was net settled with the Company and 78,772 shares were withheld to pay the applicable exercise price and taxes pursuant to Section 16b-3(e) under the Securities Exchange Act of 1934.

Remarks:

	Kristy Berner, power of attorney for Mark R. Rendulic	12/23/2015
	** 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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