OLD NATIONAL BANCORP /IN/ — Director's Dealing 2012

Aug 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2012-08-03

Reporting Person: JONES ROBERT G (Director, PRESIDENT AND CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	PHANTOM STOCK	$12.32	P	202.922	Acquired		COMMON STOCK (202.922)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	65052	Direct
COMMON STOCK	140243.5	Direct
COMMON STOCK	26600.261	Direct
COMMON STOCK	2955.674	Indirect
COMMON STOCK	10500	Direct
COMMON STOCK	3312.718	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
EMPLOYEE STOCK OPTION	$23.99	2014-09-07	COMMON STOCK (26250)	26250	Direct
EMPLOYEE STOCK OPTION	$21.65	2016-02-24	COMMON STOCK (45900)	45900	Direct
EMPLOYEE STOCK OPTION	$18.43	2017-01-25	COMMON STOCK (59100)	59100	Direct
EMPLOYEE STOCK OPTION	$15.29	2018-01-24	COMMON STOCK (70000)	70000	Direct
EMPLOYEE STOCK OPTION	$13.31	2019-01-29	COMMON STOCK (49000)	49000	Direct

Footnotes

F1: Shares held with a broker.

F2: KSOP balance updated based upon current data.

F3: Shares held in Oltrust FBO Robert and Lisa Jones.

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.