OLD NATIONAL BANCORP /IN/ — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2016-05-06

Reporting Person: Wolking Christopher A (SEVP - CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-06	PHANTOM STOCK	$12.44	P	6	Acquired		COMMON STOCK (6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	535	Indirect
COMMON STOCK	2733	Direct
COMMON STOCK	7984	Indirect
COMMON STOCK	1600	Direct
COMMON STOCK	1180	Direct
COMMON STOCK	102535	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

F2: Includes 42,000 restricted stock units, 9,500 restricted stock shares and 51,035 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

F3: KSOP balance updated based upon current data.

F4: Old National Bancorp Employee Stock Purchase Plan.

F5: Shares held with a broker.

F6: Shares held with ONB Investments

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.