FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pierce Sandra E.
  2. Issuer Name and Ticker or Trading Symbol
HUNTINGTON BANCSHARES INC/MD [HBAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Exec Vice President
(Last)
(First)
(Middle)
HUNTINGTON CENTER, 41 S. HIGH STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2016
(Street)

COLUMBUS, OH 43287
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/16/2016   A   181,542 (1) A $ 0 181,542 D  
Common Stock 08/16/2016   A   172,909 A $ 0 (2) 354,451 D  
Common Stock 08/16/2016   A   98,505 A $ 0 (3) 452,956 D  
Common Stock 08/16/2016   A   90,606 A $ 0 (4) 543,562 D  
Common Stock 08/16/2016   F   45,511 D $ 9.64 498,051 D  
Common Stock 08/16/2016   A   476 A $ 0 (5) 476 I FirstMerit 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pierce Sandra E.
HUNTINGTON CENTER
41 S. HIGH STREET
COLUMBUS, OH 43287
      Senior Exec Vice President  

Signatures

 Elizabeth B. Moore   08/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) An award of restricted stock units that vests in shares of common stock in three equal annual increments beginning on the first anniversary of the date of grant.
(2) These shares were received in exchange for 100,529 shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock, without par value, was automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.
(3) These shares were received in exchange for restricted stock awards in respect of an aggregate 38,516 shares of FirstMerit Corporation (FirstMerit) common stock resulting upon the the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock subject to the awards vested and was cancelled and was automatically converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share, plus cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.
(4) This is a Huntington restricted stock award received in exchange for a 40,424 share restricted stock award with respect to FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61. The award vests in 3 equal annual increments on April 21 of each of the next three years.
(5) These shares were received in exchange for 277shares of FirstMerit Corporation (FirstMerit) common stock upon the consummation of the merger of FirstMerit with Huntington Bancshares Incorporated (Huntington) effective August 16, 2016. Upon the consummation of the merger, each share of FirstMerit common stock, without par value, was automatically cancelled and converted into the right to receive 1.72 shares of Huntington common stock, par value $0.01 per share, plus cash of $5.00 per share and cash in lieu of a fractional share, if any, of Huntington common stock. The closing price of a share of FirstMerit common stock on August 15, 2016 was $ 21.61.

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