Statement of Changes in Beneficial Ownership (4)
May 03 2023 - 4:50PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Kleinman Scott D |
2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC /MD/
[
HBAN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Exec. V.P. |
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(Last)
(First)
(Middle)
HUNTINGTON CENTER, 41 S. HIGH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2023 |
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(Street)
COLUMBUS, OH 43287 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/1/2023 | | A | | 145505.5340 (1) | A | $0.0000 | 419367.1300 (2) | D | |
| Common Stock | 5/1/2023 | | F | | 1489.0000 (3) | D | $10.9900 | 417878.1300 | D | |
| Common Stock | 5/1/2023 | | F | | 8665.0000 (3) | D | $10.9900 | 409213.1300 | D | |
| Common Stock | 5/1/2023 | | F | | 62386.0000 (4) | D | $10.9900 | 346827.1300 | D | |
| Common Stock | | | | | | | | 313.6700 | I | By Issuer's Supplemental Stock Purchase and Tax Savings Plan (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | Shares earned for 2020-2022 performance share unit (PSU) award cycle. |
| (2) | Total includes accrued dividend equivalents reflecting exempt automatic reinvestment of dividends on awards of restricted stock units. |
| (3) | Reflects shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock unit award. |
| (4) | Shares were withheld to cover the associated tax liability upon the vesting of shares for the 2020- 2022 PSU cycle. |
| (5) | The filing of this statement shall not be construed as an admission that the undersigned is, for the purpose of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of the securities. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kleinman Scott D
HUNTINGTON CENTER
41 S. HIGH STREET
COLUMBUS, OH 43287 |
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| Senior Exec. V.P. |
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Signatures
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| Anne Kruger, Attorney-in-Fact | | 5/3/2023 |
| **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 control number. |
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