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FNB CORP/PA/ — Director's Dealing 2003
Jan 24, 2003
30946_dirs_2003-01-24_e5367c7c-aaba-4836-99dd-df9817c567ca.zip
Director's Dealing
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4 1 g80306ke4.htm GARY L. TICE e4 PAGEBREAK
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) | ||||
|---|---|---|---|---|---|---|---|
| Tice, Gary L. | F.N.B. Corporation (FBAN) | ###-##-#### | |||||
| 2150 Goodlette Road North | 4. | Statement for (Month/Day/Year) | 5. | If Amendment, Date of Original (Month/Day/Year) | |||
| 01/20/2003 | |||||||
| (Street) | 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 | |
| x | Officer (give title below) | o | Form filed by More than One Reporting Person | ||||
| o | Other (specify below) | ||||||
| President & Chief Executive Officer |
| 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). |
1 of 2 PAGEBREAK
| Title of Security (Instr. 3) | Transaction Code (Instr. 8) | 4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. | Amount of Securities Beneficially Owned Following Reported Transactions(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 | 69658.809 | D | ||||||
| COMMON | 6654.000 | D | ||||||
| COMMON | 5700.000 | D | ||||||
| COMMON | 670.871 | I | BY WIFE | |||||
| COMMON | 149.000 | D | JOINT WITH WIFE | |||||
| COMMON | 4886.000 | D | JOINT WITH MOTHER | |||||
| COMMON | 1623.231 (1) | 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 11/15/1993) | 8.73 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/18/1998) | 27.28 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/24/1999) | 21.03 | (2) | ||||
| STOCK OPTIONS (GRANTED 04/29/1999) | 19.80 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/23/2000) | 20.22 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/23/2000) | 20.22 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/22/2001) | 20.66 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/22/2001) | 20.66 | (2) | ||||
| STOCK OPTIONS (GRANTED 01/20/2002) | 25.62 | (2) |
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 | ||
| (3) | 11/15/2003 | COMMON STOCK | 4567 | 4567 | D |
| IMMED | 01/18/2008 | COMMON STOCK | 41471 | 41471 | D |
| (4) | 01/24/2009 | COMMON STOCK | 42014 | 42014 | D |
| 04/30/2000 | 04/29/2009 | COMMON STOCK | 408 | 408 | D |
| (4) | 01/23/2010 | COMMON STOCK | 44757 | 44757 | D |
| 01/24/2001 | 01/23/2010 | COMMON STOCK | 1334 | 1334 | D |
| (4) | 01/22/2011 | COMMON STOCK | 77915 | 77915 | D |
| 01/23/2002 | 01/22/2011 | COMMON STOCK | 1472 | 1472 | D |
| (4) | 01/20/2012 | COMMON STOCK | 58550 | 58550 | D |
Explanation of Responses:
(1) Award of stock pursuant to the F.N.B. Corporation Restricted Stock and Incentive Bonus Plan. Vests 20% each year over a 5 year period.
(2) No activity since date of last report; included solely to represent current beneficial ownership.
(3) Options vest 10% on grant date and an additional 10% as of each successive anniversary of grant date until fully vested.
(4) Options vest over a five year period, 20% each year on anniversary of grant date.
**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. |
Page 4 PAGEBREAK
| OMB APPROVAL |
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| OMB Number: 3235-0287 |
| Expires: January 31, 2005 |
| Estimated average burden hours per response...0.5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) | ||||
|---|---|---|---|---|---|---|---|
| Tice, Gary L. | F.N.B. Corporation (FBAN) | ###-##-#### | |||||
| 2150 Goodlette Road North | 4. | Statement for (Month/Day/Year) | 5. | If Amendment, Date of Original (Month/Day/Year) | |||
| 01/20/2003 | |||||||
| (Street) | 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 | |
| x | Officer (give title below) | o | Form filed by More than One Reporting Person | ||||
| o | Other (specify below) | ||||||
| President & Chief Executive Officer |
| 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). |
2 of 2 PAGEBREAK
| Title of Security (Instr. 3) | Transaction Code (Instr. 8) | 4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. | Amount of Securities Beneficially Owned Following Reported Transactions(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 | 3812.359 (1) | I | BY TRUST (DEFERRED PLAN) | |||||
| COMMON | 8871.0577 (2) | 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 01/20/2002) | 25.62 | (3) | ||||
| STOCK OPTIONS (GRANTED 01/20/2003) | 27.22 | 01/20/2003 | A | 59699 | ||
| STOCK OPTIONS (GRANTED 01/20/2003) | 27.22 | 01/20/2003 | A | 2190 | ||
| COMMON STOCK EQUIVALENT (5) |
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) | Nature of Indirect Beneficial Ownership (Instr. 4) |
|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||
| 01/21/2003 | 01/20/2012 | COMMON STOCK | 1269 | 1269 | D | |
| (4) | 01/20/2013 | COMMON STOCK | 59699 | 59699 | D | |
| 01/21/2004 | 01/20/2013 | COMMON STOCK | 2190 | 2190 | D | |
| (6) | COMMON STOCK | 2952 | 2952 | I | INTEREST IN PLAN |
Explanation of Responses:
(1) Shares held in trust and deferred under the F.N.B. Corporation Directors' Compensation Plan.
(2) Shares held in KSOP. Reporting person votes these shares.
(3) No activity since date of last report; included solely to represent current beneficial ownership.
(4) Options vest over a five year period, 20% each year on anniversary of grant date.
(5) Represents credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan.
(6) Upon entitlement to amounts under 401(k) Plan.
| /s/ Gary L. Tice | 01/23/2003 |
|---|---|
| **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. |
Page 4