Thomas L. Brown - Sep 14, 2022 Form 4 Insider Report for OLD NATIONAL BANCORP /IN/ (ONB)

Role
Director
Signature
/s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown
Stock symbol
ONB
Transactions as of
Sep 14, 2022
Transactions value $
$251,100
Form type
4
Date filed
9/16/2022, 05:22 PM
Previous filing
Jul 11, 2022
Next filing
Oct 11, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ONB Common Stock Purchase $251K +15K +441.18% $16.74 18.4K Sep 14, 2022 Direct

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 - NQ Def Comp Plan for Non-Employee Directors Options Exercise $0 -30.2K -89.64% $0.00 3.49K Sep 14, 2022 Phantom Stock - NQ Def Comp Plan for Non-Employee Directors 30.2K Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Old National Bancorp 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.
F2 The reporting person is a participant in the First Midwest Bancorp, Inc. Nonqualified Deferred Compensation Plan for Non-employee Directors ("Deferred Compensation Plan" or "Plan") and elected to invest substantially the entire amount credited to his account under the Plan in common stock of First Midwest Bancorp, Inc. ("FMBI"). In connection with the reporting person becoming a participant in the Deferred Compensation Plan in 2017, he also elected to receive payment of the entire amount credited to his account under the Plan in the event of a change in control of FMBI ("CIC Election") (continued in Footnote 3 below).
F3 As a result of the completion of the merger of FMBI and Old National Bancorp ("ONB"), with ONB as the surviving corporation, the shares of FMBI common stock credited to the reporting person's account under the Deferred Compensation Plan were converted into shares of ONB common stock pursuant to the Agreement and Plan of Merger dated May 30, 2021 between ONB and FMBI. In accordance with the reporting person's CIC Election and the terms of the Deferred Compensation Plan, the shares of ONB common stock credited to the reporting person's account under the Deferred Compensation Plan as of February 15, 2022 were sold at $16.82 per share (as reflected above in Table II) and the proceeds from such sale were paid to the reporting person in a lump sum cash payment. The reporting person then purchased shares of common stock of ONB (as reflected above in Table I).
F4 On September 15, 2022, a Plan statement reported that the reporting person acquired 277 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature under the Plan.