FNB CORP/PA/ — Director's Dealing 2003

Jan 24, 2003

4 1 g80306fe4.htm DAVID B. MOGLE 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)
Mogle, David B.		F.N.B. Corporation (FBAN)				###-##-####
3484 Pheasant Chase	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)
Hermitage, PA 16148 (City) (State) (Zip)		o	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)
			Secretary & Treasurer

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).

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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						1269.000	D
COMMON						1218.000	D
COMMON						4339.964	D
COMMON						42.546 (1)	D
COMMON						2398.3679	I	BY TRUST (DEFERRED 401K PLAN)

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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 01/03/1994)	9.67	(2)
STOCK OPTIONS (GRANTED 01/20/1995)	9.98	(2)
STOCK OPTIONS (GRANTED 01/30/1996)	15.19	(2)
STOCK OPTIONS (GRANTED 01/26/1997)	17.72	(2)
STOCK OPTIONS (GRANTED 01/18/1998)	27.28	(2)
STOCK OPTIONS (GRANTED 01/24/1999)	21.03	(2)
STOCK OPTIONS (GRANTED 01/23/2000)	20.22	(2)
STOCK OPTIONS (GRANTED 01/22/2001)	20.66	(2)
STOCK OPTIONS (GRANTED 01/20/2002)	25.62	(2)

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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)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
IMMED	01/03/2004	COMMON STOCK	3098	3098
IMMED	01/20/2005	COMMON STOCK	4428	4428
IMMED	01/30/2006	COMMON STOCK	8439	8439
IMMED	01/26/2007	COMMON STOCK	3397	3397
IMMED	01/18/2008	COMMON STOCK	3883	3883
(3)	01/24/2009	COMMON STOCK	4027	4027
(3)	01/23/2010	COMMON STOCK	4524	4524
(3)	01/22/2011	COMMON STOCK	4735	4735
(3)	01/20/2012	COMMON STOCK	2868	2868

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 five year period.

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

(3) 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
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)
Mogle, David B.		F.N.B. Corporation (FBAN)				###-##-####
3484 Pheasant Chase	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)
Hermitage, PA 16148 (City) (State) (Zip)		o	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)
			Secretary & Treasurer

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

Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.
Code	V	Amount	(A) or (D)	Price

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 01/20/2003)	27.22	01/20/2003	A		2893
COMMON STOCK EQUIVALENT (2)

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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
(1)	01/20/2013	COMMON STOCK	2893	2893	D
(3)		COMMON STOCK	100	100	I	INTEREST IN PLAN

Explanation of Responses:

(1) Options vest over a five year period, 20% each year on anniversary of grant date.

(2) Represents credit under supplemental retirement plan for employer matching stock contribution which reporting person was prevented from receiving under exempt 401(k) plan.

(3) Upon entitlement to amount under 401(k) plan.

/s/ David B. Mogle	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