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^*

WALKER LOUISE A

(Last)

(First)

(Middle)

P.O. BOX 547

195 N. FIRST STREET

(Street)

DIXON

95620

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NORTHERN COMMUNITY BANCORP [ FNRN ]

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)
05/11/2005

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	05/11/2005		M⁽¹⁾		10,302	A	$17.75	20,604	D
Common Stock	05/11/2005		M⁽¹⁾		68	A	$17.75	136	I	ACF Jonathan Walker U/CA/UTMA
Common Stock	05/11/2005		M⁽¹⁾		39,951	A	$17.75	79,902	I	One of three Trustees of FNBank of Dixon Profit Sharing Plan
Common Stock	05/11/2005		M⁽¹⁾		50	A	$17.75	100	I	ACF Steven Walker U/CA/UTMA
Common Stock	05/11/2005		M⁽¹⁾		13	A	$17.75	26	I	ACF James Robinson U/CA/UTMA

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)
Common Stock	$4.77⁽²⁾	05/11/2005		M		10,114⁽²⁾		⁽⁴⁾	03/06/2008	Common Stock	10,114	$4.77	10,114	D
Common Stock	$4.53⁽³⁾	05/11/2005		M		17,868⁽³⁾		⁽⁴⁾	01/03/2010	Common Stock	17,868	$4.53	27,982	D
Common Stock	$4.78⁽⁵⁾	05/11/2005		M		22,690⁽⁵⁾		⁽⁴⁾	01/03/2010	Common Stock	22,690	$4.78	50,672	D
Common Stock	$6.35⁽⁶⁾	05/11/2005		M		32,112⁽⁶⁾		⁽⁴⁾	01/02/2011	Common Stock	32,112	$6.35	82,784	D
Common Stock	$10.3⁽⁷⁾	05/11/2005		M		22,722⁽⁷⁾		⁽⁴⁾	01/02/2012	Common Stock	22,722	$10.3	105,506	D
Common Stock	$9.87⁽⁸⁾	05/11/2005		M		16,672⁽⁸⁾		⁽⁴⁾	01/08/2013	Common Stock	16,672	$9.87	122,178	D
Common Stock	$11.68⁽¹⁰⁾	05/11/2005		M		14,606⁽¹⁰⁾		⁽⁹⁾	01/06/2015	Common Stock	14,606	$11.68	136,784	D
Common Stock	$13.66⁽¹¹⁾	05/11/2005		M		13,780⁽¹¹⁾		⁽⁹⁾	01/06/2015	Common Setock	13,780	$13.66	150,564	D

Explanation of Responses:

1. On May 11, 2005 the Common Stock of First Northern Community Bancorp Split 2 for 1, resulting in reporting person's shares in each account doubling.

2. This option was previously reported as covering 5,057 shares at an exercise price of $9.53 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

3. This option was previously reported as covering 8,934 shares at an exercise price of $9.06 due to the May 11, 2005 2 for 1 stock slplit these amounts were adjusted.

4. Stock Options Granted vest 20% upon their grant and 20% annually over 4 years.

5. This option was previously reported as covering 11,345 shares at an exercise price of $9.56 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

6. This option was previously reported as covering 16,056 shares at an exercise price of $12.70 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

7. This option was previously reported as covering 11,361 shares at an exercise price of $20.59 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

8. This option was previously reported as covering 8,336 shares at an exercise price of $19.74 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

9. Stock Options Granted vest 0% upon their grant and 25% annually over 4 years.

10. This option was previously reported as covering 7,303 shares at an exercise price of $23.36 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

11. This option was previously reported as covering 6,890 shares at an exercise price of $27.31 due to the May 11, 2005 2 for 1 stock split these amounts were adjusted.

Remarks:

	Lynn Campbell, AVP/Corporate Secretary w/POA	05/13/2005
	** 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).
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