0001127602-22-022551.txt : 20220916 0001127602-22-022551.hdr.sgml : 20220916 20220916172244 ACCESSION NUMBER: 0001127602-22-022551 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220914 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 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: 001-15817 FILM NUMBER: 221248822 MAIL ADDRESS: STREET 1: 8750 W. BRYN MAWR, SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60631 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OLD NATIONAL BANCORP /IN/ CENTRAL INDEX KEY: 0000707179 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351539838 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124641434 MAIL ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: O DATE OF NAME CHANGE: 19950822 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-09-14 0000707179 OLD NATIONAL BANCORP /IN/ ONB 0001529460 Brown Thomas Lynn ONE MAIN STREET EVANSVILLE IN 47708 1 Common Stock 2022-09-14 4 P 0 15000 16.74 A 18400 D Phantom Stock - NQ Def Comp Plan for Non-Employee Directors 2022-09-14 4 M 0 30170 0 D Phantom Stock - NQ Def Comp Plan for Non-Employee Directors 30170 3487 D 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 Old National Bancorp 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. The reporting person is a participant in the First Midwest Bancorp, Inc. Nonqualified Deferred Compensation Plan for Non-employee Directors ("Deferred Compensation Plan" or "Plan") and elected to invest substantially the entire amount credited to his account under the Plan in common stock of First Midwest Bancorp, Inc. ("FMBI"). In connection with the reporting person becoming a participant in the Deferred Compensation Plan in 2017, he also elected to receive payment of the entire amount credited to his account under the Plan in the event of a change in control of FMBI ("CIC Election") (continued in Footnote 3 below). As a result of the completion of the merger of FMBI and Old National Bancorp ("ONB"), with ONB as the surviving corporation, the shares of FMBI common stock credited to the reporting person's account under the Deferred Compensation Plan were converted into shares of ONB common stock pursuant to the Agreement and Plan of Merger dated May 30, 2021 between ONB and FMBI. In accordance with the reporting person's CIC Election and the terms of the Deferred Compensation Plan, the shares of ONB common stock credited to the reporting person's account under the Deferred Compensation Plan as of February 15, 2022 were sold at $16.82 per share (as reflected above in Table II) and the proceeds from such sale were paid to the reporting person in a lump sum cash payment. The reporting person then purchased shares of common stock of ONB (as reflected above in Table I). On September 15, 2022, a Plan statement reported that the reporting person acquired 277 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature under the Plan. /s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown 2022-09-16