FNB CORP/PA/ — Director's Dealing 2017

Feb 2, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: FNB CORP/PA/ (FNB)
CIK: 0000037808
Period of Report: 2016-12-31

Reporting Person: RUBRITZ TIMOTHY G (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	A	1319.47	$12.17	Acquired	11890.8843	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	142526.0365	Direct
Common Stock	9000	Indirect
Common Stock	5908	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$13.40	2017-03-31	Common Stock (1756.3371)	1756.3371	Direct
Restricted Stock Units	$13.14	2018-03-31	Common Stock (1856.1856)	1856.1856	Direct
Restricted Stock Units	$13.01	2019-03-31	Common Stock (2163)	2163	Direct

Footnotes

F1: Represents employee and/or employer contributions pursuant to exempt 401(k) Plan during FYE 2016.

F2: Includes 402.8351 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

F3: Includes 857.6322 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

F4: Includes 62.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

F5: Includes 66.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

F6: Includes 57.0000 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan.