| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAINSOURCE FINANCIAL GROUP [ MSFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/27/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/27/2006 | P | 250 | A | $16.44 | 5,307.1728(1) | I | By Spouse | ||
| Common Stock | 750.2523(2) | I | By Spouse with Daughter | |||||||
| Common Stock | 754.951(3) | I | By Spouse with Son | |||||||
| Common Stock | 59,491.6967(4) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $14.03(5) | 05/19/2003(6) | 05/18/2013 | Common Stock | 5,788(5) | 5,788(5) | D | ||||||||
| Stock Option (Right to Buy) | $22.26(7) | 02/23/2004(8) | 02/22/2014 | Common Stock | 3,938(7) | 3,938(7) | D | ||||||||
| Stock Option (Right to Buy) | $21.6 | 02/22/2005(9) | 02/21/2015 | Common Stock | 4,000 | 4,000 | D | ||||||||
| Stock Option (Right to Buy) | $18.94 | 12/31/2006(10) | 02/21/2016 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 35.8560 shares acquired on 3/15/06 and 41.3071 shares acquired on 6/12/06 pursuant to the MainSource Dividend Reinvestment Plan. |
| 2. Includes 5.3195 shares acquired on 3/15/06 and 6.1282 shares acquired on 6/12/06 pursuant to the MainSource Dividend Reinvestment Plan. |
| 3. Includes 5.3525 shares acquired on 3/15/06 and 6.1665 shares acquired on 6/12/06 pursuant to the MainSource Dividend Reinvestment Plan. |
| 4. Includes 99.2944 shares acquired on 3/15/06 and 114.390 shares acquired on 6/12/06 pursuant to the MainSource Dividend Reinvestment Plan;45,487.0998 shares held pursuant to a 401-k plan; and 1,312.4749 shares held as joint tenant with reporting person's spouse. |
| 5. The original option was for 3,500 Shares of common stock at an exercise price of $23.20 per share, but was adjusted and restated to reflect the 5% stock dividend paid on 1/9/04; the 3 for 2 stock split paid on 4/16/04; and the 5% stock dividend paid on 1/15/05. |
| 6. Option was originally exercisable in four annual installments beginning on December 31, 2003 and are currently 60% vested. |
| 7. The original option was for 2,500 Shares of common stock at an exercise price of $35.06 per share, but was adjusted and restated to reflect the 3 for 2 stock split paid on 4/16/04 and the 5% stock dividend paid on 1/15/05. |
| 8. Option was originally exercisable in four annual installments beginning on December 31, 2004. In 2005, the Option was amended to provide for vesting on the date of grant. |
| 9. Option was originally exercisable in four annual installments beginning on December 31, 2005. In 2005, the Option was amended to provide for vesting on the date of grant. |
| 10. Option is exercisable in four annual installments and will be 10% vested beginning on December 31, 2006; 30% vested on 12/31/07; 60% vested on 12/31/08; and 100% vested on 12/31/09. |
| Daryl R. Tressler | 02/23/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||