| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FMBI | Common Stock | Disposed to Issuer | -3K | -100% | 0 | Feb 15, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FMBI | Phantom Stock Under NQ Deferred Comp. Plan | Disposed to Issuer | -26.6K | -100% | 0 | Feb 15, 2022 | Common Stock | 26.6K | Direct | F1, F2, F3 |
Thomas L. Brown is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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). |
| F3 | Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "Plan") as a result of the deferral of quarterly directors fees paid in cash to the participant. The shares of phantom stock represent shares of First Midwest Bancorp, Inc. common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan. |