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^*

Ray Barry S

(Last)

(First)

(Middle)

102 S. CLINTON STREET

P.O. BOX 1700

(Street)

IOWA CITY

52244-1700

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MidWestOne Financial Group, Inc. [ MOFG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024

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	02/15/2024		F⁽¹⁾		798	D	$24.48	14,548.211⁽²⁾	D
Common Stock	02/15/2024		A⁽³⁾		3,001.628	A	$0	17,549.211⁽⁴⁾	D
Common Stock	02/15/2024		F⁽⁵⁾		1,061	D	$24.48	16,488.211	D
Common Stock	02/15/2024		A⁽⁶⁾		3,677	A	$0	20,165.211	D
Common Stock								1,450⁽⁷⁾	I	By ESOP

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)

Explanation of Responses:

1. Shares withheld to pay payroll taxes due upon the vesting of time-based restricted stock units from prior years' awards.

2. Includes 189.674 Dividend Equivalents credited to unvested time-based RSUs in lieu of a cash dividend payment since the reporting person's last required Form filing, less 1.618 cumulative fractional Dividend Equivalents paid out in cash upon vesting on February 15, 2024. Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne Financial Group, Inc. stock.

3. Shares of common stock acquired upon settlement of performance stock unit award granted to the reporting person on February 15, 2021.

4. Amount reported was reduced by 0.628 fractional Dividend Equivalent on the performance RSUs, paid out in cash upon vesting on February 15, 2024.

5. Shares withheld to pay payroll taxes due upon the vesting of the above-referenced performance stock unit award on February 15, 2024.

6. Represents restricted stock units acquired pursuant to a grant of time-based restricted stock units which vest in three approximately equal annual installments beginning February 15, 2025.

7. Shares allocated to the reporting person's account from within the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan, as of December 31, 2023. Reported shares have increased by 561 shares since the date of the reporting person's previous Form filing due to allocations to his account.

Remarks:

	Kenneth R. Urmie, Corporate Secretary, for Barry S. Ray under Power of Attorney dated April 21, 2023	02/20/2024
	** 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.
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