FIRST INTERSTATE BANCSYSTEM INC — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST INTERSTATE BANCSYSTEM INC (FIBK)
CIK: 0000860413
Period of Report: 2012-05-15

Reporting Person: PAYNE TERRY W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Stock Options	$11.00	M	2436	Disposed	2012-05-17	Class B Common Stock (2436)	Direct
2012-05-15	Class B Common Stock	$0.00	M	2436	Acquired	2029-12-31	Class A Common Stock (2436)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1866	Direct

Footnotes

F1: On March 5, 2010, the Company recapitalized its existing common stock. The recapitalization included, among other things, a redesignation of existing common stock as Class B common stock, a four-for-one split of Class B common stock, and the creation of a new class of common stock designated as Class A common stock, which is listed on the NASDAQ stock market under the symbol "FIBK". The Class B common stock is convertible at any time into Class A common stock on a share for share basis at the descretion of the holder. The conversion feature of the Class B common stock does not expire. All stock and stock option awards made prior to the recapitalization are exercisable for shares of Class B common stock.