F.N.B. (FNB) Form 4 FNB / GARY L NALBANDIAN 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^*

NALBANDIAN GARY L

(Last) (First) (Middle)

ONE NORTH SHORE CENTER

12 FEDERAL STREET

(Street)

PITTSBURGH PA 15212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FNB CORP/PA/ [ FNB ]

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)
11/03/2016

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

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
Stock Options (Granted 2/20/2009)	$6.82	11/03/2016		M			61,261	02/20/2009	02/13/2019	Common Stock	61,261	$12.9136	0	D
Stock Options (Granted 2/19/2010)	$5.18	11/03/2016		M			56,952	02/19/2010	02/13/2019	Common Stock	56,952	$12.9136	0	D
Stock Options (Granted 3/27/2012)	$4.96	11/03/2016		M			118,650	03/27/2012	02/13/2019	Common Stock	118,650	$12.9136	0	D
Stock Options (Granted 2/21/2014)	$8.24	11/03/2016		M			9,492	02/21/2014	02/13/2019	Common Stock	9,492	$12.9136	0	D
Stock Options (Granted 2/20/2015)	$10.72	11/03/2016		M			14,238	02/20/2015	02/13/2019	Common Stock	14,238	$12.9136	0	D
Stock Options (Granted 2/16/2007)	$12.02	11/03/2016		M			68,798	02/16/2007	02/13/2019	Common Stock	68,798	$12.9136	0	D
Stock Options (Granted 2/22/2008)	$11.38	11/03/2016		M			67,146	02/22/2008	02/13/2019	Common Stock	67,146	$12.9136	0	D
Stock Options (Granted 2/18/2011)	$5.08	11/03/2016		M			98,610	02/18/2011	02/13/2019	Common Stock	98,610	$12.9136	0	D

Explanation of Responses:

Remarks:

	/s/Gary L. Nalbandian	11/07/2016
	** 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).
** 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.