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

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLD NATIONAL BANCORP /IN/ (ONB)
CIK: 0000707179
Period of Report: 2016-01-28

Reporting Person: Wolking Christopher A (SEVP - CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	COMMON STOCK	A	20000	$11.94	Acquired	119258	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	1116	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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	$11.94		COMMON STOCK (6)	4958	Direct

Footnotes

F1: Includes 57,000 restricted stock units, 14,167 restricted stock shares and 48,091 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

F2: KSOP balance updated based upon current data.

F3: Old National Bancorp Employee Stock Purchase Plan.

F4: 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.

F5: Each share of phantom stock represents the right to receive one share of ONB common stock or the cash value thereof.

F6: Shares held with a broker.

F7: Shares held with ONB Investments