Statement of Changes in Beneficial Ownership (4)
February 17 2016 - 1:07PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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hours per response...
0.5
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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
*
SROUJI SAMIR J
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2. Issuer Name
and
Ticker or Trading Symbol
METRO BANCORP, INC.
[
METR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
105 OAKWOOD DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2016
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(Street)
WORMLEYSBURG, PA 17043
(City)
(State)
(Zip)
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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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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
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2/13/2016
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D
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85429
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D
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(1)
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0
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D
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Common Stock
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2/13/2016
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D
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58701
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D
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(1)
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0
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I
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Gillian Srouji, Wife
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Director Stock Option (Right to Buy)
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$11.77
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2/13/2016
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D
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1250
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3/27/2013
(2)
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3/27/2022
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Common Stock
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1250.0
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$0
(3)
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0
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D
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Director Stock Option (Right to Buy)
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$16.53
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2/13/2016
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D
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2500
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2/22/2014
(2)
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2/22/2023
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Common Stock
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2500.0
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$0
(3)
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0
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D
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Director Stock Option (Right to Buy)
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$19.55
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2/13/2016
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D
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3750
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2/21/2015
(2)
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2/21/2024
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Common Stock
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3750.0
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$0
(3)
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0
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D
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Director Stock Option (Right to Buy)
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$25.43
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2/13/2016
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D
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4900
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2/21/2016
(2)
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2/21/2025
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Common Stock
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4900.0
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$0
(3)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger between issuer and F.N.B. Corporation ("FNB")dated as of August 4, 2015 pursuant to which issuer was merged into FNB on February 13, 2016. Pursuant to the merger agreement, each issued and outstanding share of issuer common stock was converted into 2.373 shares of FNB common stock. Following the merger, the reporting person no longer owns directly or indirectly any shares of issuer common stock.
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(
2)
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Pursuant to the merger agreement with FNB, each option to purchase issuer common stock outstanding and unexercised immediately prior to the effective time of the merger was assumed by FNB and converted into an option to purchase shares of FNB common stock. The number of FNB options into which the issuer options were converted was determined by multiplying each issuer option by 2.373. Any fractional shares of FNB common stock resulting from this multiplication was rounded down to the nearest share.
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(
3)
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The exercise price for the FNB options into which the issuer options were converted is the amount (rounded up to the nearest whole cent)equal to the per share exercise price under each issuer option divided by 2.373.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SROUJI SAMIR J
105 OAKWOOD DRIVE
WORMLEYSBURG, PA 17043
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X
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Signatures
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/s/ Samir J. Srouji
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2/17/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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