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^*

Wolking Christopher A

(Last)

(First)

(Middle)

ONE MAIN ST

(Street)

EVANSVILLE

47708

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2013

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	02/26/2013		F		3,034⁽¹⁾	D	$13.43	81,681⁽²⁾⁽³⁾	D
COMMON STOCK								7,316	I⁽⁵⁾	ONB KSOP
COMMON STOCK								507	D⁽⁶⁾
COMMON STOCK								2,934	D⁽⁴⁾
COMMON STOCK								535	I	GAIL S WOLKING - SPOUSE

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)
EMPLOYEE STOCK OPTION	$20.43							12/31/2004	02/02/2014	COMMON STOCK	2,100		2,100	D
EMPLOYEE STOCK OPTION	$21.65							02/01/2007	02/24/2016	COMMON STOCK	15,500		15,500	D
EMPLOYEE STOCK OPTION	$18.43							01/25/2008	01/25/2017	COMMON STOCK	19,600		19,600	D
EMPLOYEE STOCK OPTION	$15.29							02/01/2009	01/24/2018	COMMON STOCK	25,000		25,000	D
EMPLOYEE STOCK OPTION	$13.31							02/01/2010	01/29/2019	COMMON STOCK	15,000		15,000	D
PHANTOM STOCK	$12.02⁽⁸⁾							⁽⁷⁾	⁽⁷⁾	COMMON STOCK	2.64		4,363.305	D

Explanation of Responses:

1. Shares withheld by Registrant to satisfy withholding requirements on vesting of restricted stock units granted to the reporting person on 2/1/2010.

2. Includes 41,190 restricted stock units, 11,000 restricted stock shares and 29,491 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

3. Beneficial ownership amount accounts for exempt acquisitions under Rule 16a-11 of an aggregate of 760 shares pursuant to the reinvestment of dividends.

4. Shares held with a broker.

5. KSOP balance updated based upon current data.

6. Old National Bancorp Employee Stock Purchase Plan.

7. Shares of phantom stock are payable in cash following termination of the reporting person's employment with ONB or reporting person becoming disabled. The reporting person may transfer his phantom stock account into an alternative investment account at any time.

8. Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	02/28/2013
	** 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.