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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

SROUJI SAMIR J
2. Issuer Name and Ticker or Trading Symbol

METRO BANCORP, INC. [ METR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

105 OAKWOOD DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2016
(Street)

WORMLEYSBURG, PA 17043
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/13/2016     D    85429   D   (1) 0   D    
Common Stock   2/13/2016     D    58701   D   (1) 0   I   Gillian Srouji, Wife  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Director Stock Option (Right to Buy)   $11.77   2/13/2016     D         1250    3/27/2013   (2) 3/27/2022   Common Stock   1250.0   $0   (3) 0   D    
Director Stock Option (Right to Buy)   $16.53   2/13/2016     D         2500    2/22/2014   (2) 2/22/2023   Common Stock   2500.0   $0   (3) 0   D    
Director Stock Option (Right to Buy)   $19.55   2/13/2016     D         3750    2/21/2015   (2) 2/21/2024   Common Stock   3750.0   $0   (3) 0   D    
Director Stock Option (Right to Buy)   $25.43   2/13/2016     D         4900    2/21/2016   (2) 2/21/2025   Common Stock   4900.0   $0   (3) 0   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SROUJI SAMIR J
105 OAKWOOD DRIVE
WORMLEYSBURG, PA 17043
X



Signatures
/s/ Samir J. Srouji 2/17/2016
** 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 control number.
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