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

1. Name and Address of Reporting Person*

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

OMB Number: 3235-0287

Expires:

Estimated average burden

hours per response. . . . . . 0.5

OMB APPROVAL

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

(Over)

SEC 1474 (11-11)

FORM 4

Check this box if no longer

subject to Section 16. Form 4 or

Form 5 obligations may continue.

See Instruction 1(b).

(Print or Type Responses)

4. If Amendment,

Date Original

Filed(Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

Officer (give Other (specify

title below) below)

6. Individual or Joint/Group Filing (Check Applicable Line)

__Form filed by One Reporting Person

__Form filed by More than One Reporting Person

1. Title of Security

(Instr. 3)

2. Trans-

action

Date

(Month/

Day/

Year)

3. Trans-

action

Code

(Instr. 8)

Code V

4. Securities Acquired (A)

or Disposed of (D)

(Instr. 3, 4 and 5)

(A) or

Amount (D) Price

6. Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

(Instr. 4)

7. Nature of

Indirect

Beneficial

Owner-

ship

(Instr. 4)

5. Amount of

Securities

Beneficially

Owned

Following

Reported

Transaction (s)

(Instr. 3 and 4)

Potential persons who are to respond to the collection of

information contained in this form are not required to respond

unless the form displays a currently valid OMB control number.

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. Issuer Name and Ticker or Trading Symbol

3. Date of Earliest

Transaction Required

to be Reported

(Month/Day/Year)

2A. Deemed

Execution

Date, if

any

(Month/

Day/Year)

41 S. High Street

1 of 3

Steinour Stephen D.

04/12/2021

October 31, 2021

Steinour Stephen D.

42,337.7700Common Stock By Issuer's

Investment an..

49,512.5290Common Stock By Executive

Deferred Com..

20,000.0000Dep Shares-int in 6.25% Ser D Non-Cum Perp Pref Stk

5,598,755.6000$16.4500

37,758.0000

F04/12/2021

Common Stock

5,636,513.6000$16.4100

18,898.0000

F04/12/2021

Common Stock

5,655,411.6000$9.0800

75,000.0000

Common Stock

President, CEO & Chairman

04/12/2021

Columbus, OH 43287

Huntington Center

Huntington Bancshares Incorporated [HBAN]

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

1. Name and Address of Reporting Person*

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)

OMB Number: 3235-0287

Expires:

Estimated average burden

hours per response. . . . . . 0.5

OMB APPROVAL

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

(Over)

SEC 1474 (11-11)

FORM 4

Check this box if no longer

subject to Section 16. Form 4 or

Form 5 obligations may continue.

See Instruction 1(b).

(Print or Type Responses)

4. If Amendment,

Date Original

Filed(Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

Officer (give Other (specify

title below) below)

6. Individual or Joint/Group Filing (Check Applicable Line)

__Form filed by One Reporting Person

__Form filed by More than One Reporting Person

1. Title of Security

(Instr. 3)

2. Trans-

action

Date

(Month/

Day/

Year)

3. Trans-

action

Code

(Instr. 8)

Code V

4. Securities Acquired (A)

or Disposed of (D)

(Instr. 3, 4 and 5)

(A) or

Amount (D) Price

6. Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

(Instr. 4)

7. Nature of

Indirect

Beneficial

Owner-

ship

(Instr. 4)

5. Amount of

Securities

Beneficially

Owned

Following

Reported

Transaction (s)

(Instr. 3 and 4)

Potential persons who are to respond to the collection of

information contained in this form are not required to respond

unless the form displays a currently valid OMB control number.

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. Issuer Name and Ticker or Trading Symbol

3. Date of Earliest

Transaction Required

to be Reported

(Month/Day/Year)

2A. Deemed

Execution

Date, if

any

(Month/

Day/Year)

41 S. High Street

2 of 3

Steinour Stephen D.

October 31, 2021

Steinour Stephen D.

478,235.0000Common Stock by Trust

By Issuer's

Supplemental ..

77,717.4500Common Stock

President, CEO & Chairman

04/12/2021

Columbus, OH 43287

Huntington Center

Huntington Bancshares Incorporated [HBAN]

FORM 4 (continued) 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)

Page 2

2. Conver-

sion or

Exercise

Price of

Deri-

vative

Security

3. Trans-

action

Date

(Month/

Day/

Year)

4. Trans-

action

Code

(Instr. 8)

Code V

6. Date Exer-

cisable and

Expiration

Date

(Month/Day/

Year)

Date Expira-

Exer- tion

cisable Date

5. Number of Deriv-

ative Securities Ac-

quired (A) or Dis-

posed of (D)

(Instr. 3, 4, and 5)

(A) (D)

11. Nature

Indirect

Benefi-

cial

Owner-

ship

(Instr. 4)

10.Owner-

ship

Form of

Deriv-

ative

Security:

Direct

(D) or

Indirect

(I)

(Instr. 4)

9. Number

of deriv-

ative

Secur-

ities

Bene-

ficially

Owned

follow-

ing

Re-

ported

Transac-

tion

(s)(Instr.

8. Price

Deriv-

ative

Secur-

ity

(Instr.

7. Title and Amount of

Underlying Securities

(Instr. 3 and 4)

Amount or

Title Number of

3A.Deemed

Execution

Date, if

any

(Month/

Day/

Year)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Employee/Director Stock

Option (Right to Buy)

Date

04/13/2021

**Signature of Reporting Person

** 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.

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB Number.

Elizabeth B. Moore, Attorney-in-Fact

Explanation of Responses:

Employee/Director Stock

Option (Right to Buy)

Steinour Stephen D.

3 of 3

331,439.0000

484,496.0000

589,005.0000

266,903.0000

277,237.0000

335,253.0000

760,135.0000

331,439.0000

484,496.0000

589,005.0000

266,903.0000

277,237.0000

335,253.0000

760,135.0000

Common Stock

3/26/2031

5/1/2028

5/1/2029

5/1/2027

5/1/2025

5/1/2026

5/1/2030

3/26/2022

5/1/2019

5/1/2020

5/1/2018

5/1/2016

5/1/2017

5/1/2021

$16.0800

$14.8100

$13.7700

$13.0900

$10.8900

$10.0600

$8.5700

136,097.0000$0.000075,000.0000Common Stock5/1/20215/1/201575,000.0000M04/12/2021$9.0800