FIRST INTERSTATE BANCSYSTEM INC — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST INTERSTATE BANCSYSTEM INC (FIBK)
CIK: 0000860413
Period of Report: 2012-02-05

Reporting Person: Huston Michael G. (Ex. VP & Chief Banking Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-05	Class A Common Stock	M	3600	$0.00	Acquired	3600	Direct
2013-02-05	Class A Common Stock	M	3600	$17.4393	Disposed	5219	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Stock Options	$12.37	M	3600	Disposed	2014-02-06	Class B Common Stock (3600)	Direct
2013-02-05	Class B Common Stock	$0.00	M	3600	Acquired	2029-12-31	Class A Common Stock (3600)	Direct
2013-02-05	Class B Common Stock	$0.00	M	3600	Disposed	2029-12-31	Class A Common Stock (3600)	Direct
2013-02-05	Class B Common Stock	$0.00	F	137	Disposed	2029-12-31	Class A Common Stock (137)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	14698	Indirect
Class A Common Stock	4972	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00	2029-12-31	Class A Common Sock (1776)	1776	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.36 to $17.5001. Reporting Person undertakes to provide to First Interstate BancSystem, Inc., any security holder of First Interstate BancSystem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares purchased at each separate price within the range set forth in this Form 4.

F2: 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. An initial public offering of the Class A common stock, which is listed on the NASDAQ stock market under the symbol "FIBK", was commenced March 23, 2010 and concluded March 29, 2010. 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.

F3: Disposition to the issuer of issuer securities in payment of minimum required withholding taxes due upon vesting of unvested shares.