FirstMerit (FMER) Form 4 FIRSTMERIT / Paul G Greig 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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X

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^*

Greig Paul G

(Last) (First) (Middle)

111 CASCADE PLAZA

(Street)

AKRON OH 44308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRSTMERIT CORP /OH/ [ FMER ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2016

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	06/30/2016		J(1)		192.895	A	$21.2	4,207.5385	I	by Managed Account
Common Stock	08/15/2016		J(1)		0.0005	A	$20.265	4,207.539	I	by Managed Account
Common Stock	08/16/2016		D		387,061	D	(2)	0	D
Common Stock	08/16/2016		D		4,207.539	D	(2)	0	I	by Managed Account
Restricted Stock	08/16/2016		D		16,619	D	(3)(4)(5)	0	D
Restricted Stock	08/16/2016		D		28,931	D	(3)(4)(6)	0	D
Restricted Stock	08/16/2016		D		135,512	D	(3)(4)(7)	0	D
Restricted Stock Unit	08/16/2016		D		18,004	D	(3)(4)(8)	0	D
Restricted Stock Unit	08/16/2016		D		65,095	D	(3)(4)(9)	0	D
Depositary Shares	08/16/2016		D		5,000	D	(10)(11)	0	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. Allocated to the reporting person's account under the FirstMerit Corporation 401(k) Plan.

2. Pursuant to the Agreement and Plan of Merger, dated January 25, 2016 (the "Merger Agreement"), among Huntington Bancshares Incorporated ("Huntington"), FirstMerit Corporation ("FirstMerit") and West Subsidiary Corporation ("Merger Sub"), upon completion of the merger of Merger Sub with and into FirstMerit (the "Merger") as contemplated by the Merger Agreement, each share of FirstMerit common stock held by the reporting person was converted into the right to receive, without interest, 1.72 shares of the common stock, par value $0.01 per share, of Huntington (market value of $16.49 per 1.72 shares of Huntington common stock) and $5.00 in cash (the "Merger Consideration").

3. Upon completion of the Merger, (i) each award of restricted shares of FirstMerit common stock (each, a "FirstMerit Restricted Stock Award") and each award of FirstMerit restricted stock units (each, a "FirstMerit RSU Award") granted prior to January 25, 2016 fully vested upon completion of the Merger and was converted into the right to receive the Merger Consideration, less applicable tax withholdings, and

4. (Continued from Footnote 3) (ii) each FirstMerit Restricted Stock Award and each FirstMerit RSU Award granted on or following January 25, 2016 was converted into a restricted stock award or a restricted stock unit award (as applicable) relating to the number of shares of Huntington common stock equal to the product of (a) the number of shares of FirstMerit common stock subject to such FirstMerit Restricted Stock Award or FirstMerit RSU Award (as applicable) immediately prior to 12:01 a.m., August 16, 2016 (the "Effective Time"), multiplied by (b) 2.2414, with any fractional shares rounded to the nearest whole share of Huntington common stock.

5. This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $83,101.52 and (ii) 28,584.00 shares of Huntington common stock.

6. This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $144,658.07 and (ii) 49,761.00 shares of Huntington common stock.

7. This FirstMerit Restricted Stock Award ceased to be outstanding and was cancelled in the Merger in exchange for a restricted stock award relating to 303,737 shares of Huntington common stock.

8. This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $157,535.38 and (ii) 54,192.00 shares of Huntington common stock.

9. This FirstMerit RSU Award ceased to be outstanding and was cancelled in the Merger in exchange for (i) a cash payment of approximately $569,590.36 and (ii) 195,935.00 shares of Huntington common stock.

10. Each Depository Share represents a 1/40th interest in a share of FirstMerit's 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, without par value (each, a "Preferred Share").

11. Pursuant to the Merger Agreement, upon completion of the merger of FirstMerit with and into Huntington, each Preferred Share indirectly held by the reporting person through Depositary Shares was converted into the right to receive, without interest, one share of 5.875% Series C Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of Huntington.

Remarks:

	By: Carlton E. Langer For: Paul G. Greig	08/18/2016
	** Signature of Reporting Person	Date
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