FIRST FINANCIAL BANCORP /OH/ — Director's Dealing 2018

Apr 5, 2018

SEC Form 4/A — Form 4/A

Issuer: FIRST FINANCIAL BANCORP /OH/ (FFBC)
CIK: 0000708955
Period of Report: 2018-04-01

Reporting Person: BROWN ARCHIE M JR (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-01	Common Stock	A	77960	—	Acquired	77960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-01	Employee Stock Option (ISO) Right To Buy	$11.59	A	14273	Acquired	2024-02-03	Common Stock (14273)	Direct

Footnotes

F1: Due to an error in the calculation of common shares directly held by the reporting person, the Form 4 filed on 4/3/2018 incorrectly stated the number of common shares of FFBC stock acquired by the reporting person as a result of the merger of First Financial Bancorp and MainSource Financial Group which closed on 4/1/2018. The number of shares was originally reported as 87,259, and should have been reported as 77,960.

F2: Received pursuant to the merger agreement between First Financial Bancorp. ("First Financial") and MainSource Financial Group, Inc. ("MainSource"), dated July 25, 2017 (the "Merger Agreement"), pursuant to which MainSource was merged with and into First Financial on April 1, 2018 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of MainSource's common stock converted into the right to receive 1.3875 shares of First Financial common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted share and each outstanding performance share unit fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of MainSource's common stock underlying such award, less applicable tax withholdings. On the trading day immediately preceding Effective Date, the closing price of MainSource's common stock was $40.65 per share and the closing price of First Financial's common stock was $29.35 per share.

F3: Form 4 filed on 4/3/2018 included incorrect information in the footnote related to this acquisition of shares. The footnote has been updated to reflect the correct information related to the acquisition.

F4: Received in the Merger in exchange for an employee stock option to acquire 10,287 shares of MainSource common stock for $16.08 per share.