FIRST INTERSTATE BANCSYSTEM INC — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST INTERSTATE BANCSYSTEM INC (FIBK)
CIK: 0000860413
Period of Report: 2014-02-19

Reporting Person: Cerkovnik Robert M (Sr VP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-19	Class A Common Stock	M	6146	$14.67	Acquired	25254	Direct
2014-02-19	Class A Common Stock	F	4525	$0.00	Disposed	20729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Stock Options	$20.62	M	3600	Disposed	2017-01-25	Class B Common Stock (3600)	Direct
2014-02-19	Stock Options	$20.87	M	3200	Disposed	2018-02-15	Class B Common Stock (3200)	Direct
2014-02-19	Stock Options	$14.20	M	3170	Disposed	2021-02-14	Class A Common Stock (3170)	Direct
2014-02-19	Stock Options	$14.37	M	2142	Disposed	2022-02-17	Class A Common Stock (2142)	Direct
2014-02-19	Stock Options	$17.22	M	834	Disposed	2020-02-15	Class A Common Stock (834)	Direct
2014-02-19	Class B Common Stock	$0.00	M	6800	Acquired	2029-12-31	Class A Common Stock (6800)	Direct
2014-02-19	Class B Common Stock	$0.00	F	6045	Disposed	2029-12-31	Class A Common Stock (6045)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5248	Indirect
Class A Common Stock	1108	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00	2029-12-31	Class A Common Stock (1492)	1492	Indirect

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $14.20 to $17.22. The 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, the full information regarding the number of shares sold at each separate price within the ranges set forth above.

F2: Includes 3,562 shares for payment of option exercise price and 963 shares for payment of taxes, valued at $25.31 per share.

F3: 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.

F4: The price reported in Column 8 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.62 to $20.87. 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.

F5: Includes 5,572 shares for payment of option exercise price and 473 shares for payment of taxes, valued at $25.31 per share.