F.N.B. (FNB) Form 5 FNB / VINCENT J DELIE JR ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DELIE VINCENT J JR

(Last) (First) (Middle)

ONE F.N.B. BOULEVARD

(Street)

HERMITAGE PA 16148

(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
X	Officer (give title below)	Other (specify below)
CEO and President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							181,224.8728(1)	D
Common Stock	03/01/2016		A	3,269.965(2)	A	$12.23	38,263.9159(3)	I	By Trust (401k Plan)
Depositary Shares Representing Series E Preferred Stock							1,000	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$13.4						03/31/2017	03/31/2017	Common Stock	20,958.0834(4)		20,958.0834	D
Restricted Stock Units	$13.14						03/31/2018	03/31/2018	Common Stock	26,758.4696(5)		26,758.4696	D
Restricted Stock Units	$13.01						03/31/2019	03/31/2019	Common Stock	59,507(6)		59,507	D

Explanation of Responses:

1. Includes 6171.3342 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

2. Represents employee and/or employer contributions pursuant to exempt 401(k) Plan during FYE 2016.

3. Includes 1,321.6957 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

4. Includes 738.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

5. Includes 942.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

6. Includes 1565.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

Remarks:

	/s/Vincent J. Delie, Jr.	02/01/2017
	** 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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