| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NATIONAL CITY CORP [ NCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/30/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/31/2008 ( 1 ) | J ( 2 ) | 241,668 | A | $0 | 406,014 | D | |||
| Common Stock | 12/31/2008 ( 3 ) | J ( 3 ) | 406,014 | D | $0 | 0 | D | |||
| Common Stock | 12/31/2008 | J ( 4 ) | 101,623 | A | $0 | 101,623 | D | |||
| Common Stock | 12/31/2008 | J ( 3 ) | 101,623 | D | $0 | 0 | D | |||
| Common Stock | 12/31/2008 | J ( 5 ) | 1,496.92 | A | ( 6 ) | 4,024.37 | I | By 401(k) | ||
| Common Stock | 12/31/2008 | J ( 3 ) | 4,024.37 | D | $0 | 0 | I | By 401(k) | ||
| Restricted Stock | 12/31/2008 | J ( 2 ) | 241,668 ( 7 ) | D | $0 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 | ||||||||
| Option (Right to Buy) | $5.05 | 12/30/2008 ( 1 ) | J ( 1 ) | 500,000 | 08/05/2009 | 08/05/2018 | Common Stock | 500,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $27.3 | 12/31/2008 ( 1 ) | J ( 1 ) | 28,303 | 04/26/2002 | 10/23/2010 | Common Stock | 28,303 | $0 | 0 | D | ||||
| Option (Right to Buy) | $27.3 | 12/31/2008 ( 1 ) | J ( 1 ) | 2,647 | 04/26/2002 | 10/23/2010 | Common Stock | 2,647 | $0 | 0 | D | ||||
| Option (Right to Buy) | $27.32 | 12/31/2008 ( 1 ) | J ( 1 ) | 47,918 | 07/02/2003 | 10/23/2010 | Common Stock | 47,918 | $0 | 0 | D | ||||
| Option (Right to Buy) | $27.32 | 12/31/2008 ( 1 ) | J ( 1 ) | 1,829 | 07/02/2003 | 10/23/2010 | Common Stock | 1,829 | $0 | 0 | D | ||||
| Option (Right to Buy) | $30.84 | 12/31/2008 ( 1 ) | J ( 1 ) | 35,424 | 10/29/2003 | 10/23/2010 | Common Stock | 35,424 | $0 | 0 | D | ||||
| Option (Right to Buy) | $33.31 | 12/31/2008 ( 1 ) | J ( 1 ) | 39,873 | 01/02/2004 | 10/23/2010 | Common Stock | 39,873 | $0 | 0 | D | ||||
| Option (Right to Buy) | $31 | 12/31/2008 ( 1 ) | J ( 1 ) | 3,224 | 07/24/2002 | 07/17/2011 | Common Stock | 3,224 | $0 | 0 | D | ||||
| Option (Right to Buy) | $31 | 12/31/2008 ( 1 ) | J ( 1 ) | 56,776 | 07/24/2002 | 07/24/2011 | Common Stock | 56,776 | $0 | 0 | D | ||||
| Option (Right to Buy) | $36.61 | 12/31/2008 ( 1 ) | J ( 1 ) | 87,500 | 11/29/2007 | 11/29/2016 | Common Stock | 87,500 | $0 | 0 | D | ||||
| Options (Right to Buy) | $36.23 | 12/31/2008 ( 1 ) | J ( 1 ) | 2,759 | 01/28/2005 | 07/23/2012 | Common Stock | 2,759 | $0 | 0 | D | ||||
| Options (Right to Buy) | $36.23 | 12/31/2008 ( 1 ) | J ( 1 ) | 25,639 | 01/28/2005 | 07/23/2012 | Common Stock | 25,639 | $0 | 0 | D | ||||
| Options (Right to Buy) | $33.83 | 12/31/2008 ( 1 ) | J ( 1 ) | 70,000 | 07/29/2004 | 07/29/2013 | Common Stock | 70,000 | $0 | 0 | D | ||||
| Options (Right to Buy) | $35.8 | 12/31/2008 ( 1 ) | J ( 1 ) | 100,000 | 07/26/2005 | 07/26/2014 | Common Stock | 100,000 | $0 | 0 | D | ||||
| Options (Right to Buy) | $36.03 | 12/31/2008 ( 1 ) | J ( 1 ) | 35,000 | 08/31/2006 ( 8 ) | 08/31/2015 | Common Stock | 35,000 | $0 | 0 | D | ||||
| Restricted Stock Units ( 9 ) | ( 9 ) | 12/31/2008 ( 1 ) | J ( 4 ) | 62,500 | ( 9 ) | ( 9 ) | Common Stock | 62,500 | $0 | 0 | D | ||||
| Restricted Stock Units ( 9 ) | ( 9 ) | 12/31/2008 ( 1 ) | J ( 4 ) | 42,000 | ( 9 ) | ( 9 ) | Common Stock | 42,000 | $0 | 0 | D | ||||
| Restricted Stock Units ( 9 ) | ( 9 ) | 12/31/2008 ( 1 ) | J ( 4 ) | 9,623 | ( 9 ) | ( 9 ) | Common Stock | 9,623 | $0 | 0 | D | ||||
| Option (Right to Buy) | $31.59 | 12/31/2008 ( 1 ) | J ( 1 ) | 375,000 | 07/22/2008 | 07/22/2017 | Common Stock | 375,000 | $0 | 0 | D | ||||
| Option (Right to Buy) | $20.37 | 12/31/2008 ( 1 ) | J ( 1 ) | 375,000 | 11/19/2008 | 11/19/2017 | Common Stock | 375,000 | $0 | 0 | D | ||||
| Options (Right to Buy) | $33.68 | 12/31/2008 ( 1 ) | J ( 1 ) | 22,213 | 01/30/2004 | 07/23/2012 | Common Stock | 22,213 | $0 | 0 | D | ||||
| Options (Right to Buy) | $35.85 | 12/31/2008 ( 1 ) | J ( 1 ) | 4,447 | 09/03/2004 | 07/23/2012 | Common Stock | 4,447 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. On December 31, 2008 National City Corporation was merged into PNC. Pursuant to the Agreement between The PNC Financial Services Group, Inc. (PNC) and National City Corporation (NCC) each unexercised option to purchase shares of NCC common stock was converted into options to purchase PNC common stock. The number of PNC options granted was equal to the number of shares of NCC common stock that were purchaseable under the NCC stock option times 0.0392. The per share exercise price of PNC options is the per share exercise price of the NCC stock option divided by 0.0392. |
| 2. Pursuant to the National City Corporation Long-Term Cash and Equity Incentive Plan and the restricted stock award agreement applicable to this grant, the restrictions on the restricted stock lapsed. |
| 3. On December 31, 2008 National City Corporation was merged into PNC. Pursuant to the Agreement between The PNC Financial Services Group, Inc. (PNC) and National City Corporation (NCC) each share of common stock of NCC issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.0392 of a share of common stock of PNC. |
| 4. Pursuant to the National City Corporation Restricted Stock Plan and the restricted stock unit award agreement applicable to this grant, the restrictions on the restricted stock units lapsed. |
| 5. The securities shown are allocations of the Reporting Person's interest in the National City Corporation Stock Fund, one of the investment funds of the National City Savings and Investment Plan. The Fund is comprised solely of National City Corporation Common Stock and cash. Participants in the Fund have an undivided interest in all the assets of the Fund, expressed as a percentage of the Fund. |
| 6. Interest was acquired at the then market value for National City Common Stock. |
| 7. Of the 62,500 performance stock units that were granted to Mr. Raskind on October 26, 2006, 50,000 units vested on a change of control and 12,500 units were forfeited. |
| 8. These stock options were granted pursuant to the National City Corporation Long-Term Cash and Equity Incentive Plan. Twenty-five percent of the options become exercisable on each of the first four anniversaries of the grant date. |
| 9. The award consists of restricted stock units granted pursuant to the National City Corporation Long-Term Cash and Equity Incentive Plan and will vest at the end of the period of restriction applicable to such award. Each restricted stock unit represents the right to receive one share of National City Corporation common stock. |
| Remarks: |
| By: /s/ Peter E. Raskind by Carlton E. Langer, Attorney-in-fact | 01/06/2009 | |
| ** 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. | ||