(ONB)

Role: CHIEF GOVERNMENT RELATIONS OFF
Signature: /s/JEFFREY L. KNIGHT, CHIEF GOVERNMENT RELATIONS OFFICER
Stock symbol: ONB
Transactions as of: Feb 18, 2022
Transactions value $: -$91,116
Form type: 4
Date filed: 2/22/2022, 02:56 PM
Previous filing: Feb 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ONB	COMMON STOCK	Disposed to Issuer	-$72.6K	-3.92K	-9.05%	$18.54	39.3K	Feb 1, 2022	Direct	F2
transaction	ONB	COMMON STOCK	Tax liability	$47.9K	+2.58K	+6.56%	$18.54	41.9K	Feb 1, 2022	Direct	F2
transaction	ONB	COMMON STOCK	Disposed to Issuer	-$230K	-12.4K	-29.63%	$18.55	29.5K	Feb 10, 2022	Direct	F2
transaction	ONB	COMMON STOCK	Tax liability	$163K	+8.8K	+29.82%	$18.55	38.3K	Feb 10, 2022	Direct	F2
holding	ONB	COMMON STOCK						12.9K	Feb 18, 2022	ONB KSOP	F1
holding	ONB	COMMON STOCK						121	Feb 18, 2022	CAROLINE E KNIGHT, DAUGHTER
holding	ONB	COMMON STOCK						396	Feb 18, 2022	Direct	F3
holding	ONB	COMMON STOCK						75.8K	Feb 18, 2022	Direct	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ONB	PHANTOM STOCK	Award	$824	+45	+0.73%	$18.30	6.17K	Feb 18, 2022	COMMON STOCK	45	$18.30	Direct	F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey L. Knight is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	ONB KSOP
F2	Includes 22,829 restricted stock units, 4,084 restricted stock shares and 11,378 share of common stock. Fractional amounts have been rounded to the nearest whole number.
F3	Old National Bancorp Employee Stock Purchase Plan.
F4	Shares held with a broker.
F5	Shares of phantom stock are payable in cash following termination of the reporting person's employment with ONB or reporting person becoming disabled. The reporting person may transfer his phantom stock account into an alternative investment account at any time.
F6	Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

Remarks:

The reporting person resigned as Chief Legal Counsel and Corporate Secretary of Issuer effective February 15, 2022 in connection with the merger of First Midwest Bancorp, Inc. into the Issuer. As a result, the reporting person is no longer subject to Section 16 in connection with transactions in the equity securities of Issuer.