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Form 4 ESB FINANCIAL CORP For: Feb 10 Filed by: MARTZ FRANK D

February 10, 2015 5:51 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MARTZ FRANK D

(Last) (First) (Middle)
516 RHODE ISLAND AVENUE

(Street)
ELLWOOD CITY PA 16117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESB FINANCIAL CORP [ ESBF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group Sr VP of Operations
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2015   D   234,833 (1) (6) D (2) 0 D  
Common Stock 02/10/2015   D   15,446.6573 (4) D (2) 0 I 401(k) Plan
Common Stock 02/10/2015   D   4,187.7503 (5) D (2) 0 I 401(k) Plan (by Wife)
Common Stock 02/10/2015   D   91,726.4743 D (2) 0 I ESOP
Common Stock 02/10/2015   D   29,572.42 D (2) 0 I ESOP (by Wife)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 $ 11 02/10/2015   D     1,320 11/15/2011 11/15/2021 Common Stock 1,320 $ 17.65 (3) 0 D  
Stock Option $ 11 02/10/2015   D     240 11/15/2011 11/15/2021 Common Stock 240 $ 17.65 (3) 0 I by wife
Stock Option $ 10.5 02/10/2015   D     24,000 11/20/2012 11/20/2022 Common Stock 24,000 $ 17.65 (3) 0 D  
Stock Option $ 10.5 02/10/2015   D     480 11/20/2012 11/20/2022 Common Stock 480 $ 17.65 (3) 0 I by wife
Stock Option $ 13.36 02/10/2015   D     24,000 11/19/2013 11/19/2023 Common Stock 24,000 $ 17.65 (3) 0 D  
Stock Option $ 13.36 02/10/2015   D     720 11/19/2013 11/19/2023 Common Stock 720 $ 17.65 (3) 0 I by wife
Explanation of Responses:
1. Husband and Wife
2. Disposed of pursuant to merger agreement between issuer and WesBanco, Inc. Pursuant to the merger agreement, each share of common stock was converted into 0.502 of a share of WesBanco common stock and $1.76 in cash.
3. Disposed of pursuant to merger agreement between issuer and WesBanco, Inc. Pursuant to the merger agreement, each option was cancelled in exchange for a cash payment equal to the excess of $17.65 over the exercise price of such option.
4. Between 1/01/15 and 2/10/15 the reporting person acquired 122.929178 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.
5. Between 1/01/15 and 2/10/15 the reporting person's wife acquired 54.464209 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.
6. Since the reporting person's last report, 14,953 shares previously held individually has been reregistered to husband and wife.
Frank D. Martz 02/10/2015
** Signature of Reporting Person Date
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).
** 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.
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 Number.


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