Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DELIE VINCENT J JR
  2. Issuer Name and Ticker or Trading Symbol
FNB CORP/PA/ [FNB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
ONE F.N.B. BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2017
(Street)

HERMITAGE, PA 16148
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 04/03/2017   A   42,562 (1) A (1) 244,504.8728 D  
Common Stock 04/03/2017   F   19,618 (2) D (2) 224,886.8728 D  

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
Restricted Stock Units (3) 04/03/2017   M     21,120.0834 (4) 03/31/2017(3) 03/31/2017(3) Common Stock 21,120.0834 (4) $ 0 0 D  
Restricted Stock Units (5) 04/03/2017   A   61,590   04/03/2020 04/03/2020 Common Stock 61,590 $ 0 61,590 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DELIE VINCENT J JR
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
  X     CEO and President  

Signatures

 /s/Vincent J. Delie, Jr.   04/05/2017
**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) Includes 42,562 shares vested from the 2014 Long Term Incentive Plan. 21,121 shares were Time-Based and 21,441 shares were Performance-Based.
(2) From the above mentioned vesting, 19,618 shares were used to cover the tax portion. 9,735 shares for the Time-Based and 9,883 shares for the Performance-Based.
(3) Converted into common stock on one-to-one basis upon satisfaction of vesting conditions.
(4) Includes 162 units acquired under the F.N.B. Corporation Dividend Reinvestment Plan in 2017.
(5) Representing contingent right to receive one share of common stock per restricted stock unit upon satisfaction of vesting conditions.

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