MANULIFE FINANCIAL CORP

Major Shareholding Notification • Feb 16, 2016

SC 13G/A 1 firstdefiance_sc13ga.htm AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)*

| First Defiance Financial
Corp |
| --- |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 32006W106 |
| (CUSIP Number) |
| December 31,
2015 |
| (Date of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X
Rule 13d-1(c)
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9

CUSIP No. 32006W106

| 1 — 2 | NAME OF REPORTING PERSON Manulife Financial
Corporation — CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | -0- | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | -0- | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | None, except through
its indirect, wholly-owned subsidiaries, Manulife Asset Management (US)
LLC, Manulife Asset Management (North America) Limited and Manulife Asset
Management Limited | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | See
line 9 above. | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | HC | | |
| SEE
INSTRUCTIONS | | | |

Page 2 of 9

CUSIP No. 32006W106

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management (US) LLC — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 336,378 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 336,378 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 336,378 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 3.67% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | IA | | |
| SEE
INSTRUCTIONS | | | |

Page 3 of 9

CUSIP No. 32006W106

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management (North
America) Limited — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Canada | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 2,588 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 2,588 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 2,588 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 0.03% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | IA | | |
| SEE
INSTRUCTIONS | | | |

Page 4 of 9

CUSIP No. 32006W106

| 1 — 2 | NAME OF REPORTING PERSON Manulife Asset Management Limited — CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| --- | --- | --- | --- |
| | | (b) | ☐ |
| | N/A | | |
| 3 | SEC USE
ONLY | | |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | SOLE VOTING POWER | |
| | | 4,234 | |
| | 6 | SHARED VOTING POWER | |
| | | -0- | |
| | 7 | SOLE DISPOSITIVE POWER | |
| | | 4,234 | |
| | 8 | SHARED DISPOSITIVE POWER | |
| | | -0- | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON | | |
| | 4,234 | | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES * | | |
| | N/A | | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9 | | |
| | 0.05% | | |
| 12 | TYPE OF REPORTING PERSON * | | |
| | FI | | |
| SEE
INSTRUCTIONS | | | |

Page 5 of 9

| Item
1(a) | Name of Issuer : | | |
| --- | --- | --- | --- |
| | First
Defiance Financial Corp | | |
| Item
1(b) | Address of Issuer's Principal Executive
Offices : | | |
| | 601 Clinton
Street | | |
| | Defiance,
Ohio 43512 | | |
| Item
2(a) | Name of Person Filing : | | |
| | This filing
is made on behalf of Manulife Financial Corporation ("MFC") and MFC’s
indirect, wholly-owned subsidiaries, Manulife Asset Management (US) LLC
("MAM (US)"), Manulife Asset Management (North America) Limited ("MAM
(NA)") and Manulife Asset Management Limited ("MAML”). | | |
| Item
2(b) | Address of Principal Business Office : | | |
| | The
principal business offices of MFC, MAM (NA) and MAML are located at 200
Bloor Street East, Toronto, Ontario, Canada, M4W 1E5. | | |
| | The
principal business office of MAM (US) is located at 197 Clarendon Street,
Boston, Massachusetts 02116. | | |
| Item
2(c) | Citizenship : | | |
| | MFC and MAM
(NA) are organized and exist under the laws of Canada. | | |
| | MAM (US) is
organized and exists under the laws of the State of Delaware. | | |
| | MAML is
organized and exist under the laws of Ontario. | | |
| Item
2(d) | Title of Class of Securities : | | |
| | Common
Stock | | |
| Item
2(e) | CUSIP Number : | | |
| | 32006W106 | | |
| Item
3 | If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a: | | |
| | MFC: | (g)
(X) | a parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| | MAM
(US): | (e)
(X) | an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| | MAM
(NA): | (e)
(X) | an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
| | MAML: | (j)
(X) | a non-U.S.
institution in accordance with
§240.13d-1(b)(1)(ii)(J). |

Page 6 of 9

Item 4	Ownership :
	(a) Amount Beneficially Owned : MAM (US)
has beneficial ownership of 336,378 shares of Common Stock, MAM (NA) has
beneficial ownership of 2,588 shares of Common Stock and MAML has
beneficial ownership of 4,234 shares of Common Stock. Through its
parent-subsidiary relationship to MAM (US), MAM (NA) and MAML, MFC may be
deemed to have beneficial ownership of these same shares.
	(b) Percent of Class : Of the
9,172,657 shares of Common Stock outstanding as of October 30, 2015,
according to the Form 10-Q filed by the issuer with the Securities and
Exchange Commission on November 6, 2015, MAM (US) held 3.67%, MAM (NA)
held 0.03% and MAML held 0.05%.
	(c) Number of shares
as to which the person has :
	(i)	sole power
to vote or to direct the vote: MAM (US), MAM (NA) and MAML each has sole
power to vote or to direct the voting of the shares of Common Stock
beneficially owned by each of them.
	(ii)	shared power
to vote or to direct the vote: -0-
	(iii)	sole power
to dispose or to direct the disposition of: MAM (US), MAM (NA) and MAML
each has sole power to dispose or to direct the disposition of the shares
of Common Stock beneficially owned by each of them.
	(iv)	shared power
to dispose or to direct the disposition of: -0-
Item
5	Ownership of Five Percent or Less of a
Class :
	If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [X].
Item
6	Ownership of More than Five Percent on Behalf of Another
Person :
	Not
applicable.
Item
7	Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
	See Items 3
and 4 above.
Item
8	Identification and Classification of Members of the
Group :
	Not
applicable.
Item
9	Notice of Dissolution of Group :
	Not
applicable.
Item
10	Certification :
	By signing
below the undersigned certifies that, to the best of its knowledge and
belief, (i) the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect, and (ii) the foreign regulatory schemes applicable to MAML, are
substantially comparable to the regulatory scheme applicable to the
functionally equivalent U.S. institutions. The undersigned also undertakes
to furnish to the Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.

Page 7 of 9

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A.
Miller
Dated:
February 8, 2016	Title:	Agent*
	Manulife Asset Management (US)
LLC
	By:	/s/ Paul Donahue
	Name:	Paul
Donahue
Dated:
February 8, 2016	Title:	Chief
Compliance Officer
	Manulife Asset Management (North America)
Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua
Margolian
Dated:
February 8, 2016	Title:	Assistant
Secretary
	Manulife Asset Management
Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua
Margolian
Dated:
February 8, 2016	Title:	Assistant
Secretary

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 8 of 9

EXHIBIT A

JOINT FILING AGREEMENT

Manulife Financial Corporation, Manulife Asset Management (US) LLC, Manulife Asset Management (North America) Limited and Manulife Asset Management Limited agree that the Schedule 13G (Amendment No. 2) to which this Agreement is attached, relating to the Common Stock of First Defiance Financial Corp, is filed on behalf of each of them.

	Manulife Financial Corporation — By:	/s/ Graham A. Miller
	Name:	Graham A.
Miller
Dated:
February 8, 2016	Title:	Agent*
	Manulife Asset Management (US)
LLC
	By:	/s/ Paul Donahue
	Name:	Paul
Donahue
Dated:
February 8, 2016	Title:	Chief
Compliance Officer
	Manulife Asset Management (North America)
Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua
Margolian
Dated:
February 8, 2016	Title:	Assistant
Secretary
	Manulife Asset Management
Limited
	By:	/s/ Joshua Margolian
	Name:	Joshua
Margolian
Dated:
February 8, 2016	Title:	Assistant
Secretary

• Signed pursuant to a Power of Attorney dated June 10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on August 27, 2014.

Page 9 of 9