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Form 4 METRO BANCORP, INC. For: Feb 13 Filed by: SERLUCO MICHAEL A

February 17, 2016 1:05 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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hours per response: 0.5
  
 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 *
SERLUCO MICHAEL A
(Last) (First) (Middle)
104 CUMBERLAND ROAD
(Street)
LEMOYNE PA 17043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METRO BANCORP, INC. [ METR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2016
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 02/13/2016   D   171,584 D (1) 0 D  
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
Director Stock Option (Right to Buy) $ 31.25 02/13/2016   D     4,000 02/17/2007 (2) 02/17/2016 Common Stock 4,000.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 28.51 02/13/2016   D     4,250 02/16/2008 (2) 02/16/2017 Common Stock 4,250.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 27.00 02/13/2016   D     4,475 02/22/2009 (2) 02/22/2018 Common Stock 4,475.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 11.77 02/13/2016   D     1,250 03/27/2013 (2) 03/27/2022 Common Stock 1,250.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 16.53 02/13/2016   D     2,500 02/22/2014 (2) 02/22/2023 Common Stock 2,500.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 19.55 02/13/2016   D     3,750 02/21/2015 (2) 02/21/2024 Common Stock 3,750.00 $ 0 (3) 0 D  
Director Stock Option (Right to Buy) $ 25.43 02/13/2016   D     4,900 02/21/2016 (2) 02/21/2025 Common Stock 4,900.00 $ 0 (3) 0 D  
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger between issuer and F.N.B. Corporation ("FNB")dated as of August 4, 2015 pursuant to which issuer was merged into FNB on February 13, 2016. Pursuant to the merger agreement, each issued and outstanding share of issuer common stock was converted into 2.373 shares of FNB common stock. Following the merger, the reporting person no longer owns directly or indirectly any shares of issuer common stock.
2. Pursuant to the merger agreement with FNB, each option to purchase issuer common stock outstanding and unexercised immediately prior to the effective time of the merger was assumed by FNB and converted into an option to purchase shares of FNB common stock. The number of FNB options into which the issuer options were converted was determined by multiplying each issuer option by 2.373. Any fractional shares of FNB common stock resulting from this multiplication was rounded down to the nearest share.
3. The exercise price for the FNB options into which the issuer options were converted is the amount (rounded up to the nearest whole cent)equal to the per share exercise price under each issuer option divided by 2.373.
/s/ Michael A. Serluco 02/17/2016
** 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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