0001127602-22-005657.txt : 20220217 0001127602-22-005657.hdr.sgml : 20220217 20220217215228 ACCESSION NUMBER: 0001127602-22-005657 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220215 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brown Thomas Lynn CENTRAL INDEX KEY: 0001529460 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39320 FILM NUMBER: 22650737 MAIL ADDRESS: STREET 1: 8750 W. BRYN MAWR, 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 form4.xml PRIMARY DOCUMENT X0306 4 2022-02-15 1 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001529460 Brown Thomas Lynn 8750 WEST BRYN MAWR AVENUE CHICAGO IL 60631 1 Common Stock 2022-02-15 4 D 0 3000 D 0 D Phantom Stock Under NQ Deferred Comp. Plan 2022-02-15 4 D 0 26614.1203 D Common Stock 26614.1203 0 D 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). Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "Plan") as a result of the deferral of quarterly directors fees paid in cash to the participant. The shares of phantom stock represent shares of First Midwest Bancorp, Inc. common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan. /s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown 2022-02-17