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OLD NATIONAL BANCORP /IN/ Director's Dealing 2014

Feb 27, 2014

30693_dirs_2014-02-27_a8ec8215-3cfd-49ab-a19c-49bc84961994.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: 2014-02-25

Reporting Person: Wolking Christopher A (SEVP - CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-03 COMMON STOCK D 6166 $14.00 Disposed 93272 Direct
2014-02-03 COMMON STOCK F 3918 $14.00 Acquired 97190 Direct
2014-02-21 COMMON STOCK G 1000 $13.40 Disposed 96190 Direct
2014-02-25 COMMON STOCK D 12690 $13.49 Disposed 83500 Direct
2014-02-25 COMMON STOCK A 10303 $13.49 Acquired 93803 Direct

Holdings (Non-Derivative)

Security Shares Ownership
COMMON STOCK 7514 Indirect
COMMON STOCK 3733 Direct
COMMON STOCK 535 Indirect
COMMON STOCK 701 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
PHANTOM STOCK $15.20 COMMON STOCK (30) 4572 Direct

Footnotes

F1: Includes 42,000 restricted stock units, 9,334 restricted stock shares and 42,469 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

F2: Shares held with a broker.

F3: KSOP balance updated based upon current data.

F4: Old National Bancorp Employee Stock Purchase Plan.

F5: 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.

F6: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

F7: Vesting of one-third service based restricted stock net of applicable withholding taxes.

F8: The original shares granted were increased based upon the final determination of the satisfaction of the performance factors described in the Old National Bancorp 2008 Incentive Compensation Plan Performance Share Award Agreement. Vesting of performance based restricted stock net of applicable withholding taxes.