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

Apr 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: ANDERSON JAMES M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-01	Common Stock	A	33691	—	Acquired	33691	Direct
2018-04-01	Common Stock	A	15841	—	Acquired	15841	Indirect
2018-04-01	Common Stock	A	405	—	Acquired	405	Indirect
2018-04-01	Common Stock	A	592	—	Acquired	592	Indirect
2018-04-02	Common Stock	A	4680	—	Acquired	4680	Indirect
2018-04-02	Common Stock	A	1560	—	Acquired	1560	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-01	Employee Stock Option (ISO) Right To Buy	$9.86	A	3560	Acquired	2023-04-10	Common Stock (3560)	Direct
2018-04-01	Employee Stock Option (ISO) Right To Buy	$11.59	A	5225	Acquired	2024-02-03	Common Stock (5225)	Direct

Footnotes

F1: 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.

F2: Received in the Merger in exchange for an employee stock option to acquire 2566 shares of MainSource common stock for $9.86 per share

F3: Received in the Merger in exchange for an employee stock option to acquire 10,287 shares of MainSource common stock for $11.59 per share.