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OLD NATIONAL BANCORP /IN/ Director's Dealing 2012

Oct 2, 2012

30693_dirs_2012-10-02_0b89b3b0-893d-4dbd-975c-2f7c96728a75.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2012-09-28

Reporting Person: Wolking Christopher A (SEVP - CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-09-18 COMMON STOCK J 1.394 $14.1516 Acquired 220.631 Direct
2012-09-18 COMMON STOCK J 2.554 $14.1516 Acquired 404.234 Direct
2012-09-28 COMMON STOCK L 46.406 $12.9295 Acquired 450.64 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-09-28 PHANTOM STOCK $13.61 P 2.331 Acquired COMMON STOCK (2.331) Direct

Holdings (Non-Derivative)

Security Shares Ownership
COMMON STOCK 49858.75 Direct
COMMON STOCK 7224.869 Indirect
COMMON STOCK 2933.917 Direct
COMMON STOCK 19280.18 Direct
COMMON STOCK 535 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
EMPLOYEE STOCK OPTION $20.68 2013-01-31 COMMON STOCK (27563) 27563 Direct
EMPLOYEE STOCK OPTION $20.43 2014-02-02 COMMON STOCK (2100) 2100 Direct
EMPLOYEE STOCK OPTION $21.65 2016-02-24 COMMON STOCK (15500) 15500 Direct
EMPLOYEE STOCK OPTION $18.43 2017-01-25 COMMON STOCK (19600) 19600 Direct
EMPLOYEE STOCK OPTION $15.29 2018-01-24 COMMON STOCK (25000) 25000 Direct
EMPLOYEE STOCK OPTION $13.31 2019-01-29 COMMON STOCK (15000) 15000 Direct

Footnotes

F1: Registered as joint tenants - Christopher & Gail Wolking

F2: Shares held with a broker.

F3: KSOP balance updated based upon current data.

F4: Old National Bancorp Employee Stock Purchase Plan.

F5: Immediately exercisable.

F6: Option vests in one-third annual installments beginning on 1/29/2010.

F7: Shares of phantom stock are payable in cash following termination of the reporting person's employment with ONB or reporting person becoming disabled. The reporting person may transfer his phantom stock account into an alternative investment account at any time.

F8: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.