- Amended Statement of Changes in Beneficial Ownership (4/A)
December 16 2008 - 10:26AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CUNNINGHAM JOHN J III
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2. Issuer Name
and
Ticker or Trading Symbol
HARLEYSVILLE NATIONAL CORP
[
HNBC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
483 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2008
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(Street)
HARLEYSVILLE, PA 19438
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/9/2008
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/5/2008
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A
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7109
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A
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(1)
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7109
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D
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Common Stock
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12/5/2008
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A
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2966
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A
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(1)
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2966
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I
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By Deferred Compensation Plans
(2)
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Common STock
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12/5/2008
(7)
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A
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1483
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A
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(8)
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1483
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$11.13
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12/5/2008
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A
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9135
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12/5/2008
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7/21/2009
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Common Stock
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9135
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(3)
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9135
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D
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Stock Option (Right to Buy)
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$10.56
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12/5/2008
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A
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2762
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12/5/2008
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9/18/2011
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Common Stock
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2762
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(4)
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2762
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D
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Stock Option (Right to Buy)
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$12.07
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12/5/2008
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A
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6576
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12/5/2008
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6/19/2012
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Common Stock
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6576
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(5)
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6576
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D
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Stock Option (Right to Buy)
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$16.76
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12/5/2008
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A
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3131
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12/5/2008
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6/30/2013
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Common Stock
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3131
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(6)
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3131
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D
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Explanation of Responses:
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(
1)
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Acquired pursuant to the merger agreement between the issuer and Willow Financial Bancorp, Inc. @ exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock on the effective date of the merger.
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(
2)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
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(
3)
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This option, which provided for vesting in five equal annual installments beginning July 21, 2000, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 9,135 shares of HNC common stock for $11.13 per share.
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(
4)
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This option, which provided for vesting in five equal annual installments beginning September 18, 2002, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 2,762 shares of HNC common stock for $10.56 per share.
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(
5)
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This option, which provided for vesting in five equal annual installments beginning June 19, 2003, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 6,576 shares of HNC common stock for $12.07 per share.
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(
6)
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This option, which provided for vesting in five equal annual installments beginning June 30, 2004, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 3,131 shares of HNC common stock for $16.76 per share.
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(
7)
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Calculations were not available until after Form 4 filing deadline.
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(
8)
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Pursuant to the merger of Harleysville National Corporation (Harleysville) and Willow Financial Bancorp (Willow), all outstanding restricted stock awards of Willow fully vested upon change of control, on 12/5/2008. Shares were withheld to cover taxes. Net shares issued were subject to conversion to Harleysville shares @ 0.73 times the number of WFBC shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CUNNINGHAM JOHN J III
483 MAIN STREET
HARLEYSVILLE, PA 19438
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X
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Signatures
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Elizabeth F. Chemnitz (POA on File) JOHN J. CUNNINGHAM, III
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12/16/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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