R. Douglas Rose - 15 Feb 2022 Form 4 Insider Report for FIRST MIDWEST BANCORP INC

Role: EVP, Chief HR Officer
Signature: /s/ Andrea L. Stangl Attorney-in-fact for R. Douglas Rose
Issuer symbol: N/A
Transactions as of: 15 Feb 2022
Net transactions value: $0
Form type: 4
Filing time: 18 Feb 2022, 07:05:47 UTC
Previous filing: 08 Feb 2022
SEC: View on sec.gov

Key filing fact

R. Douglas Rose filed Form 4 for FIRST MIDWEST BANCORP INC on 18 Feb 2022.

Key facts

This page summarizes R. Douglas Rose's Form 4 filing for FIRST MIDWEST BANCORP INC.
2 reported transactions and 0 derivative rows are listed below.
Filing timestamp: 18 Feb 2022, 07:05.

Change

Previous filing in this sequence was filed on 08 Feb 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

FMBI transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -21,433
Change %: -100%
Price
Shares after: 0
Date: 15 Feb 2022
Ownership: Direct
Footnotes: F1, F2

FMBI transaction

Depositary Shares (Series C)

Disposed to Issuer

Transaction value
Shares: -1,400
Change %: -100%
Price
Shares after: 0
Date: 15 Feb 2022
Ownership: Direct
Footnotes: F1, F2

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

R. Douglas Rose is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	All transactions reflected herein are dispositions 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)).
F2	(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).

Content

All transactions reflected herein are dispositions 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).