0001140361-22-006111.txt : 20220217
0001140361-22-006111.hdr.sgml : 20220217
20220217215340
ACCESSION NUMBER: 0001140361-22-006111
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: SCUDDER MICHAEL L
CENTRAL INDEX KEY: 0001199246
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15817
FILM NUMBER: 22650746
MAIL ADDRESS:
STREET 1: 300 PARK BLVD
STREET 2: SUITE 405
CITY: ITASCA
STATE: IL
ZIP: 60143
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
0001199246
SCUDDER MICHAEL L
ONE MAIN STREET
EVANSVILLE
IN
47708
true
true
Executive Chairman
Common Stock
2022-02-15
4
A
0
238632
A
238632
D
Common Stock
2022-02-15
4
A
0
872
A
872
I
By IRA
Common Stock
2022-02-15
4
A
0
12406
A
12406
I
By Non-qualified Stock Option Gain Deferral Plan
Common Stock
2022-02-15
4
A
0
10400
A
10400
I
By Trust
Common Stock
2022-02-15
4
A
0
293839
A
293839
I
By Trust for Spouse
Depositary Shares (Series C)
2022-02-15
4
A
0
4000
A
4000
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).
Includes 175,262 restricted stock units and 48,226 restricted stock awards
/s/ Nicholas J. Chulos, Chief Legal Officer
and Corporate Secretary, as Attorney-in-Fact
2022-02-17