0001140361-22-006108.txt : 20220217 0001140361-22-006108.hdr.sgml : 20220217 20220217214303 ACCESSION NUMBER: 0001140361-22-006108 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: HENSELER PETER J CENTRAL INDEX KEY: 0001193432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15817 FILM NUMBER: 22650708 MAIL ADDRESS: STREET 1: C/O RC2 CORPORATION STREET 2: 1111 WEST 22ND STREET, SUITE 320 CITY: OAK BROOK STATE: IL ZIP: 60523 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 FORM 4 X0306 4 2022-02-15 0000707179 OLD NATIONAL BANCORP /IN/ ONB 0001193432 HENSELER PETER J ONE MAIN STREET EVANSVILLE IN 47708 true Common Stock 2022-02-15 4 A 0 36503 A 36503 D Depositary Shares (Series C) 2022-02-15 4 A 0 4000 A 4000 D Phantom Stock 2022-02-15 4 A 0 2356 A Common Stock 2356 2356 D All transactions reflected herein are acquisitions 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/ Nicholas J. Chulos, Chief Legal Officer and Corporate Secretary, as Attorney-in-Fact 2022-02-17