MBT Financial (MBTF) Form 4 MBT FINANCIAL / JOSEPH S DALY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DALY JOSEPH S

(Last) (First) (Middle)

102 E. FRONT ST.

(Street)

MONROE MI 48161

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MBT FINANCIAL CORP [ MBTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2019		A		46,620	A	$9.9(1)	256,928	D
Common Stock	09/01/2019		M		102,182	A	$9.84	359,110	D
Common Stock	09/01/2019		D		359,110	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Units	$0	09/01/2019		M			102,182	(2)	(3)	Common Stock	102,182	$9.84	0	D

Explanation of Responses:

1. Acquired pursuant to the Settlement Agreement dated October 9, 2018 between the director and Monroe Bank & Trust ("Bank"), the issuer's wholly-owned subsidiary, in exchange for the settlement and termination of the insider's interest in the Bank's Death Benefit Only Plan valued at $461,764.

2. Shares of common stock will be delivered to the director on the earlier of December 31, 2026 or within 60 days following termination of service, death, or disability.

3. The common stock units do not have an expiration date.

4. Disposed of pursuant to the merger agreement between the issuer and First Merchants Corporation ("First Merchants"), each share of which was converted into 0.2750 shares of First Merchants common stock having a market value of $35.72 per share on the effective date of the merger.

	/s/ John L. Skibski, Attorney in fact	09/04/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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