Edgar Filing: FNB CORP/FL/

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

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

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Tice, Gary L.

F.N.B. Corporation (FBAN)

198-38-4242

2150 Goodlette Road North

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Naples, FL 34102

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

President & Chief Executive Officer

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).

1 of 2

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Month/Day/Year)

2a.

Deemed Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

COMMON

12/30/2002

366.000

N/A

69658.809

COMMON

6654.000

COMMON

5700.000

COMMON

670.871 (1)

BY WIFE

COMMON

149.000

JOINT WITH WIFE

COMMON

4886.000

JOINT WITH MOTHER

COMMON

1623.231 (2)


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)

										Code	V		(A)	(D)

	STOCK OPTIONS (GRANTED 11/15/1993)			8.73

	STOCK OPTIONS (GRANTED 01/18/1998)			27.28

	STOCK OPTIONS (GRANTED 01/24/1999)			21.03

	STOCK OPTIONS (GRANTED 04/29/1999)			19.80

	STOCK OPTIONS (GRANTED 01/23/2000)			20.22

	STOCK OPTIONS (GRANTED 01/23/2000)			20.22

	STOCK OPTIONS (GRANTED 01/22/2001)			20.66

	STOCK OPTIONS (GRANTED 01/22/2001)			20.66

	STOCK OPTIONS (GRANTED 01/20/2002)			25.62

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

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)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

(3)

11/15/2003

COMMON STOCK

4567

(4)

01/18/2008

COMMON STOCK

41471

(4)

01/24/2009

COMMON STOCK

42014

04/30/2000

04/29/2009

COMMON STOCK

408

(4)

01/23/2010

COMMON STOCK

44757

01/24/2001

01/23/2010

COMMON STOCK

1334

(4)

01/22/2011

COMMON STOCK

77915

01/23/2002

01/22/2011

COMMON STOCK

1472

(4)

01/20/2012

COMMON STOCK

58550

Explanation of Responses:

(1) Includes 5.245 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Award of stock pursuant to the F.N.B. Corporation Restricted Stock and Incentive Bonus Plan. Vests 20% each year over a 5 year period. Includes 23.448 shares acquired under the FNB Corporation Dividend Reinvestment Plan.

(3) Options vest 10% on grant date and an additional 10% as of each successive anniversary of grant date until fully vested.

(4) Options vest over a five year period, 20% each year on anniversary of grant date.


**Signature of Reporting Person		Date

**		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.

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

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

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b)

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Tice, Gary L.

F.N.B. Corporation (FBAN)

198-38-4242

2150 Goodlette Road North

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s) to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Naples, FL 34102

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

President & Chief Executive Officer

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).

2 of 2

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Month/Day/Year)

2a.

Deemed Execution
Date, if any.
(Month/Day/Year)

Transaction Code
(Instr. 8)

Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

COMMON

3812.359 (1)

BY TRUST (DEFERRED PLAN)

COMMON

(2)

1067.1078

(3)

8871.0577 (4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3a.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

STOCK OPTIONS (GRANTED 01/20/2002)

25.62

(5)

COMMON STOCK EQUIVALENT (6)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

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)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

01/21/2003

01/20/2012

COMMON STOCK

1269

(7)

COMMON STOCK

2952

2952 (8)

Explanation of Responses:

(1) Shares held in trust and deferred under the FNB Corporation Directors' Compensation Plan. Includes 29.805 shares deferred under the F.N.B. Corporation Dividend Reinvestment Plan.

(2) Transactions under exempt 401(k) Plan during 2002.

(3) Represents employer matching contributions pursuant to exempt 401(k) Plan.

(4) Shares held in KSOP. Reporting person votes these shares.

(5) No activity since date of last report; included solely to represent current beneficial ownership.

(6) Represents credit under supplemental retirement plan for employer matching contributions which reporting person was prevented from receiving under exempt 401(k) Plan.

(7) Upon entitlement to amounts under 401(k) Plan.

(8) Includes 21.3707 shares acquired under the F.N.B. Corporation Dividend Reinvestment Plan.

/s/ Gary L. Tice		12/31/2002
**Signature of Reporting Person		Date

**		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.