FNB CORP/PA/ — Director's Dealing 2003

Apr 4, 2003

4 1 g81831be4.htm JAMES S. LINDSAY James S. Lindsay PAGEBREAK

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

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

| 1. | 2. | Issuer Name and Ticker or
Trading Symbol | | | | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Lindsay, James S. (Last) (First) (Middle) | | F.N.B. Corporation
(FBAN) | | | | ###-##-#### | |
| 723 21st. Avenue
South (Street) | 4. | Statement for
Month/Day/Year | | | 5. | If Amendment, Date of Original (Month/Day/Year) | |
| | | 04/02/2003 | | | | | |
| | 6. | Relationship of Reporting Person(s) to
Issuer (Check All Applicable) | | | 7. | Individual or Joint/Group
Filing (Check
Applicable Line) | |
| Naples, FL 34102 (City) (State) (Zip) | | x | Director | o | 10% Owner | x | Form Filed by One Reporting Person |
| | | o | Officer (give title
below) | | | o | Form Filed by More than One Reporting
Person |
| | | o | Other (specify
below) | | | | |

| 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). |

PAGEBREAK

| Title of Security (Instr. 3) | Transaction Date (Month/Day/Year) | Transaction Code (Instr.
8) | 4. | Securities Acquired (A) or Disposed
of (D) (Instr. 3, 4 and 5) | | 5. | Amount of Sec- urities
Beneficially Owned Following Reported
Trans- action(s) (Instr. 3 and 4) | Ownership Form: Direct (D) or Indirect
(I) (Instr. 4) | Nature
of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or (D) | Price | | | |
| COMMON | | | | | | | 4805.808(1) | I | Custodian for J.C. Lindsay |
| COMMON | | | | | | | 4666.808(1) | I | Custodian for J.E. Lindsay |
| COMMON | | | | | | | 1403.000 | I | Custodian for Dorothy Lindsay |
| COMMON | | | | | | | 9914.000 | I | BY WIFE |
| COMMON | | | | | | | 4057.109(2) | I | By TRUST (DEFERRED PLAN) |
| COMMON | | | | | | | 89805.000 | D | DOR J'S LLP |
| COMMON | 04/02/2003 | A | | 71.371 | A | 28.0225 | 38072.467(3) | D | |

Page 2 PAGEBREAK

| Title of Derivative Security (Instr.
3) | Conversion or Exercise Price of
Derivative Security | Transaction Date (Month/Day/Year) | Transaction Code (Instr.
8) | 5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and
5) | |
| --- | --- | --- | --- | --- | --- | --- |
| | | | Code | V | (A) | (D) |
| STOCK OPTIONS (GRANTED 01/24/1999) | 21.03 | (4) | | | | |
| STOCK OPTIONS (GRANTED 04/29/1999) | 19.80 | (4) | | | | |
| STOCK OPTIONS (GRANTED 01/23/2000) | 20.22 | (4) | | | | |
| STOCK OPTIONS (GRANTED 01/22/2001) | 20.66 | (4) | | | | |
| STOCK OPTIONS (GRANTED 01/20/2002) | 25.62 | (4) | | | | |
| STOCK OPTIONS (GRANTED 01/20/2003) | 27.22 | (4) | | | | |

Page 3 PAGEBREAK

| Date Exercisable and Expiration
Date (Month/Day/Year) | 7. | Title and Amount of Underlying Securities (Instr. 3 and 4) | 8. | Number of Derivative
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | Ownership Form of Derivative
Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- |
| Date Exercisable | Expiration Date | Title | Amount or Number
of Shares | | |
| 01/25/2000 | 01/24/2009 | COMMON STOCK | 1819 | 1819 | D |
| 04/30/2000 | 04/24/2009 | COMMON STOCK | 408 | 408 | D |
| 01/24/2001 | 01/23/2010 | COMMON STOCK | 1597 | 1597 | D |
| 01/23/2002 | 01/22/2011 | COMMON STOCK | 1829 | 1829 | D |
| 01/21/2003 | 01/20/2012 | COMMON STOCK | 1594 | 1594 | D |
| 01/21/2004 | 01/20/2013 | COMMON STOCK | 2166 | 2166 | D |

Explanation of Responses:

(1) Includes 26.641 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Shares held in Trust and deferred under the F.N.B. Corporation Directors' Compensation Plan. Includes 31.764 shares deferred under the F.N.B. Corporation Dividend Reinvestment Plan.

(3) Includes 67.465 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(4) No activity since date of last report; included solely to represent current beneficial ownership.

/s/ James S. Lindsay	04/03/2003
**Signature
of Reporting Person	Date

| ** | 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. |

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