Statement of Changes in Beneficial Ownership (4)
February 04 2020 - 3:52PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Afzal Zahid |
2. Issuer Name and Ticker or Trading Symbol
UNITED COMMUNITY FINANCIAL CORP
[
UCFC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President & COO |
(Last)
(First)
(Middle)
275 WEST FEDERAL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/31/2020 |
(Street)
YOUNGSTOWN, OH 44503
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Shares | 1/31/2020 | | A | | 25321 (1) | A | $0 | 98129 | D | |
Common Shares | 1/31/2020 | | F | | 12343 | D | $11.37 | 85786 | D | |
Common Shares | 1/31/2020 | | D | | 85786 | D | (2) | 0 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $3.83 | 1/31/2020 | | D | | | 4000 | (3) | 10/22/2023 | Common Shares | 4000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") by and between United Community Financial Corp. (the "Issuer") and First Defiance Financial Corp. ("FDEF"), dated as of September 9, 2019, the Issuer was merged with and into FDEF on January 31, 2020, and each award of shares of common stock of the Issuer under the 2018 and 2019 Long-Term Incentive Plans fully vested. |
(2) | Pursuant to the Merger Agreement, at the effective time of the merger, each share of common stock of the Issuer, having a market value of $10.93 on the effective date of the merger, was converted into the right to receive .3715 shares of FDEF common stock, having a market value of $29.39 on the effective date of the merger, plus cash in lieu of any fractional shares. |
(3) | Pursuant to the Merger Agreement, at the effective time of the merger, each option to purchase shares of common stock of the Issuer ("Issuer Option") fully vested and was converted into an option to purchase .3715 shares of FDEF common stock, having a market value of $29.39 on the effective date of the merger, at an exercise price equal to the exercise price of the Issuer Option divided by .3715. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Afzal Zahid 275 WEST FEDERAL STREET YOUNGSTOWN, OH 44503 |
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| Executive Vice President & COO |
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Signatures
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/s/ Jude J. Nohra, POA for Zahid Afzal | | 2/4/2020 |
**Signature of Reporting Person | Date |
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