SEC FORM 4

SEC Form 4

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
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^*

SOLSO THEODORE M

(Last)

(First)

(Middle)

C/O IRWIN FINANCIAL CORPORATION

500 WASHINGTON STREET

(Street)

COLUMBUS

47201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRWIN FINANCIAL CORPORATION [ IFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2003		M		800	A	$13.6875	10,166	D
Common Stock	12/02/2003		M		400	A	$28.1875	10,566	D
Common Stock	12/02/2003		M		1,400	A	$24.0938	11,966	D
Common Stock	12/02/2003		M		820	A	$19.875	12,786	D
Common Stock	12/02/2003		M		2,700	A	$16.9688	15,486	D
Common Stock	12/02/2003		M		1,800	A	$21.38	17,286	D
Common Stock	12/02/2003		M		1,650	A	$15.65	18,936	D
Common Stock	12/02/2003		M		625	A	$22.46	19,561	D
Common Stock	12/02/2003		G		6,330⁽¹⁾	A	$0	25,891	D
Common Stock	12/02/2003		F		6,330	D	$31.05	19,561	D
Common Stock	12/02/2003		G		6,330⁽¹⁾	D	$0	21,783	I	By Trust⁽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)		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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$13.6875	12/02/2003		M			800	⁽³⁾	04/29/2007	Common Stock	800	$0	0	D
Non-Qualified Stock Option (right to buy)	$15.65	12/02/2003		M			1,650	⁽³⁾	02/13/2012	Common Stock	1,650	$0	1,650	D
Non-Qualified Stock Option (right to buy)	$16.9688	12/02/2003		M			2,700	⁽³⁾	04/25/2010	Common Stock	2,700	$0	0	D
Non-Qualified Stock Option (right to buy)	$19.875	12/02/2003		M			820	⁽³⁾	06/30/2009	Common Stock	820	$0	0	D
Non-Qualified Stock Option (right to buy)	$21.38	12/02/2003		M			1,800	⁽³⁾	04/24/2011	Common Stock	1,800	$0	600	D
Non-Qualified Stock Option (right to buy)	$22.46	12/02/2003		M			625	⁽³⁾	04/24/2013	Common Stock	625	$0	1,875	D
Non-Qualified Stock Option (right to buy)	$24.0938	12/02/2003		M			1,400	⁽³⁾	04/28/2009	Common Stock	1,400	$0	0	D
Non-Qualified Stock Option (right to buy)	$28.1875	12/02/2003		M			400	⁽³⁾	04/20/2008	Common Stock	400	$0	0	D

Explanation of Responses:

1. Represents transfer of shares from spouse to reporting person.

2. These shares are held in a trust for the benefit of the reporting person's spouse. The reporting person and his spouse are trustees of the trust.

3. The Plan provides for phased-in vesting of rights to exercise granted stock options. In the year of the grant, optionee may exercise 25% of total options granted. In each of the three years immediately following the year of the grant optionee may exercise an additional 25% of the options granted. Grant of option was made to reporting person in transaction exempt under Rule 16b-3.

Remarks:

	Steven R. Schultz, Attorney-In-Fact for Theodore M. Solso	12/03/2003
	** 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.