8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 17, 2017

MidWestOne Financial Group, Inc.

(Exact name of registrant as specified in charter)

Commission File Number:  001-35968

Iowa	42-1206172
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)
102 South Clinton Street
Iowa City, Iowa 52240
(Address of principal executive offices, including zip code)

(319) 356-5800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

              Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

On March 17, 2017, MidWestOne Financial Group, Inc. (the “Company”) issued a press release announcing the pricing of the underwritten public offering of 500,000 shares of common stock by the Company and 2,000,000 shares held by a certain selling shareholder of the Company, at a price to the public of $34.25 per share.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	MidWestOne Financial Group, Inc. Press Release dated March 17, 2017

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MidWestOne Financial Group, Inc.
Dated: March 17, 2017	By:	/s/ Charles N. Funk
	Charles N. Funk
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE
FOR IMMEDIATE RELEASE	Contact:
Date: March 17, 2017	Charles N. Funk
	President & CEO
	319.356.5800

MidWestOne Financial Group, Inc. Announces Pricing of Public

Offering of Common Stock

Iowa City, Iowa, March 17, 2017 — MidWestOne Financial Group, Inc. (“MidWestOne”) (NASDAQ: MOFG), the parent company of MidWestOne Bank, announced today the pricing of an underwritten public offering of a total of 2,500,000 shares of its common stock, consisting of 500,000 shares to be sold by MidWestOne and 2,000,000 shares to be sold by a selling shareholder, the John M. Morrison Revocable Trust #4.  The shares of common stock will be sold at a price to the public of $34.25 per share, with expected net proceeds to MidWestOne of approximately $16.44 million, after deducting estimated underwriting discounts and commissions on the sale of shares by MidWestOne, but before deducting offering-related expenses.  MidWestOne will not receive any proceeds from shares sold by the selling shareholder. MidWestOne intends to use the net proceeds of the offering for general corporate purposes, including potential future acquisitions and to support continued organic growth.  In addition, MidWestOne has granted the underwriter a 30-day option to purchase an additional 250,000 shares of common stock to cover over-allotments, if any, from MidWestOne at the same public offering price, less underwriting discounts and commissions. The offering is expected to close on or about March 22, 2017, subject to the satisfaction of customary closing conditions.

Keefe, Bruyette & Woods, Inc., a Stifel Company, is serving as the sole underwriter on the offering.

Investors are advised to carefully consider the investment objectives, risks and charges and expenses of MidWestOne before investing. The prospectus supplement, dated March 16, 2017, filed with the Securities and Exchange Commission (the “SEC”), and the accompanying prospectuses, dated November 10, 2015 and July 22, 2016, contain this and other information about MidWestOne and should be read carefully before investing.

The shares are being offered pursuant to two shelf registration statements under the Securities Act of 1933, as amended, which were each  previously filed with and declared effective by the SEC on November 9, 2015 (File No. 333-207659) and on July 22, 2016 (File No. 333-212229). The offering is being made only by means of the prospectuses and related prospectus supplement, copies of which may be obtained from the offices of Keefe, Bruyette & Woods, Inc., Equity Capital Markets, 787 Seventh Avenue, 4th Floor, New York, NY 10019, or by calling toll-free: (800) 966-1559.  Investors may also obtain copies of these documents free of charge by visiting the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of the prospectuses and a related prospectus supplement, which have been or will be filed with the SEC.

Additional Information about MidWestOne Financial Group, Inc.

MidWestOne Financial Group, Inc. is a financial holding company headquartered in Iowa City, Iowa. MidWestOne is the parent company of MidWestOne Bank, which operates 43 banking offices in Iowa, Minnesota, Wisconsin, and Florida. MidWestOne provides electronic delivery of financial services through its website, MidWestOne.com. MidWestOne trades on The NASDAQ Global Select Market under the symbol MOFG.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of such term in the Private Securities Litigation Reform Act of 1995.  MidWestOne and its representatives may, from time to time, make written or oral statements that are “forward-looking” and provide information other than historical information.  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.  These factors include, among other things, the factors listed below.

Forward-looking statements, which may be based upon beliefs, expectations and assumptions of MidWestOne’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “should,” “could,” “would,” “plans,” “intend,” “project,” “estimate,” “goals,” “forecast,” “may” or similar expressions.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  Additionally, MidWestOne undertakes no obligation to update any statement in light of new information or future events, except as required under federal securities law.

MidWestOne’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors that could have an impact on MidWestOne’s ability to achieve operating results, analyst financial forecasts, growth plan goals and future prospects include, but are not limited to, the following: (i) credit quality deterioration or pronounced and sustained reduction in real estate market values could cause an increase in MidWestOne’s allowance for credit losses and a reduction in net earnings; (ii) MidWestOne’s management’s ability to reduce and effectively manage interest rate risk and the impact of interest rates in general on the volatility of MidWestOne’s net interest income; (iii) changes in the economic environment, competition, or other factors that may affect MidWestOne’s ability to acquire loans or influence the anticipated growth rate of loans and deposits and the quality of the loan portfolio and loan and deposit pricing; (iv) fluctuations in the value of MidWestOne’s investment securities or in trading prices and share volume for MidWestOne’s common stock or for the broader stock market; (v) governmental monetary and fiscal policies; (vi) legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by MidWestOne’s regulators (particularly with respect to the Basel III regulatory capital reforms and changes in the scope and cost of FDIC insurance and other coverages); (vii) the ability to attract and retain key executives and employees experienced in banking and financial services; (viii) the sufficiency of the allowance for loan losses to absorb the amount of actual losses inherent in the existing loan portfolio; (ix) MidWestOne’s ability to adapt successfully to technological changes to compete effectively in the marketplace; (x) credit risks and risks from concentrations (by geographic area and by industry) within the loan portfolio; (xi) the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our markets or elsewhere or providing similar services; (xii) the failure of assumptions underlying the establishment of allowances for loan losses and estimation of values of collateral and various financial assets and liabilities; (xiii) the risks of mergers and acquisitions, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions; (xiv) volatility of rate-sensitive deposits; (xv) operational risks, including data processing system failures or fraud; (xvi) asset/liability matching risks and liquidity risks; (xvii) the costs, effects and outcomes of existing or future litigation; (xviii) changes in general economic or industry conditions, nationally, internationally, or in the communities in which MidWestOne conducts business; (xix) changes in accounting policies and practices, as may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board; (xx) war or terrorist activities may cause further deterioration in the economy or cause instability in credit markets; (xxi) cyber-attacks; and (xxii) other risks and uncertainties described in MidWestOne’s annual report on Form 10-K for the year ended December 31, 2016, and otherwise in its SEC reports and filings.

MidWestOne’s qualifies all of its forward-looking statements by the foregoing cautionary statements. Because of these risks and other uncertainties, MidWestOne’s actual future results, performance or achievement, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, MidWestOne’s past results of operations are not necessarily indicative of its future results.