0001104659-22-024975.txt : 20220218
0001104659-22-024975.hdr.sgml : 20220218
20220218081940
ACCESSION NUMBER: 0001104659-22-024975
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220215
FILED AS OF DATE: 20220218
DATE AS OF CHANGE: 20220218
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Geoghegan Kevin P
CENTRAL INDEX KEY: 0001775374
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39320
FILM NUMBER: 22650906
MAIL ADDRESS:
STREET 1: 8750 WEST BRYN MAWR AVENUE
STREET 2: SUITE 1300
CITY: CHICAGO
STATE: IL
ZIP: 60631
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FIRST MIDWEST BANCORP INC
CENTRAL INDEX KEY: 0000702325
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 363161078
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8750 WEST BRYN MAWR AVENUE
STREET 2: SUITE 1300
CITY: CHICAGO
STATE: IL
ZIP: 60631
BUSINESS PHONE: 6308757450
MAIL ADDRESS:
STREET 1: 8750 WEST BRYN MAWR AVENUE
STREET 2: SUITE 1300
CITY: CHICAGO
STATE: IL
ZIP: 60631
4
1
tm227159-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-02-15
1
0000702325
FIRST MIDWEST BANCORP INC
FMBI
0001775374
Geoghegan Kevin P
8750 WEST BRYN MAWR AVENUE
SUITE 1300
CHICAGO
IL
60631
0
1
0
0
EVP, Chief Credit Officer
Common Stock
2022-02-15
4
D
0
12990
D
0
D
Common Stock
2022-02-15
4
D
0
1630.941
D
0
I
IRA
All transactions reflected herein are dispositions in connection with the merger of First Midwest Bancorp, Inc. ("First Midwest") and Old National Bancorp ("Old National"), with Old National as the surviving corporation, which merger was completed on February 15, 2022, pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between such parties. In the merger, (1) each outstanding share of First Midwest common stock was converted into the right to receive 1.1336 shares of Old National common stock (the "Exchange Ratio"), (2) each outstanding share of 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, of First Midwest and 7.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C, of First Midwest was converted into the right to receive one share of an applicable newly created series of Old National preferred stock, (footnote (1) continues below in footnote (2)).
(3) each outstanding First Midwest depositary share representing an interest in a share of the applicable series of First Midwest preferred stock was converted into an Old National depositary share representing an equivalent interest in a share of the applicable series of Old National preferred stock, (4) each equity or equity-based compensatory award of First Midwest was converted into a similar equity or equity-based compensatory award of Old National utilizing Old National common stock in lieu of First Midwest common stock and the Exchange Ratio, and (5) each hypothetical First Midwest deemed common stock investment credited under certain First Midwest deferred compensation plans was assumed and converted into a hypothetical Old National common stock deemed investment based on the Exchange Ratio. The closing market value of Old National common stock on the date of the Merger was $18.92 per share. All transactions are exempt from Section 16(b) pursuant to Rule 16b-3(e).
/s/ Andrea L. Stangl Attorney-in-fact for Kevin P. Geoghegan
2022-02-17