| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MUTUALFIRST FINANCIAL INC [ MFSF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/06/2015 | P | 18,750 | A | $23.25 | 137,413 | I | By Goodbody/PL Capital, LP(1) | ||
| Common Stock | 2,000 | I | IRA- R. Lashley(2) | |||||||
| Common Stock | 347,651 | I | By Financial Edge Fund, LP(3) | |||||||
| Common Stock | 152,723 | I | By Financial Edge Strategic Fund, LP(4) | |||||||
| Common Stock | 66,186 | I | By PL Capital/Focused Fund, LP(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Goodbody/PL Capital, LP is a Delaware limited partnership. Goodbody/PL Capital, LLC is a Delaware limited liability company and the sole General Partner of Goodbody/PL Capital, LP. Mr. Lashley is the holder of a 50% equity interest in, and one of two Managing Members of, Goodbody/PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 2. The shares reported were previously incorrectly reported on Form 3 as owned directly. There was no change in ownership. This is a correction in the Ownership Form from direct to indirect by IRA on behalf of Mr. Lashley. |
| 3. Financial Edge Fund, LP is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge Fund, LP. Mr. Lashley is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| 4. Financial Edge-Strategic Fund, LP is a Delaware limited partnership. PL Capital, LLC is a Delaware limited liability company and is the sole General Partner of Financial Edge-Strategic Fund, LP. Mr. Lashley is the holder of a 50% equity interest in, and one of two Managing Members of, PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest therein. |
| 5. PL Capital/Focused Fund, LP is a Delaware limited partnership. PL Capital, LLP is a Delaware limited liability company and is the sole General Partner of PL Capital/Focused Fund, LP. Mr. Lashley is the holder of a 50% equity interest in, and one of two Managing Members of PL Capital, LLC. Mr. Lashley disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Rosalie A. Petro, POA for Richard Lashley | 11/06/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
