Heeter David Wayne Form 4 MUTUALFIRST FINANCIAL / DAVID WAYNE HEETER 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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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^*

HEETER DAVID WAYNE

(Last) (First) (Middle)

MUTUALFIRST FINANCIAL, INC.

110 EAST CHARLES STREET

(Street)

MUNCIE IN 47305-2400

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MUTUALFIRST FINANCIAL INC [ MFSF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2017

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	07/11/2017		M		1,000	A	$25.66	44,753	D
Common Stock	07/11/2017		S(4)		1,000	D	$34.5	43,430	D
Common Stock								13,923(1)	I	ESOP

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
Stock Option (Right to Purchase)	$7.05							(2)	12/21/2026	Common Stock	40,000		40,000	D
Stock Option (Right to Purchase)	$25.66	07/11/2017		M			1,000	(3)	12/17/2018	Common Stock	1,000	$0	21,759	D

Explanation of Responses:

1. Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.

2. These stock options were received under the Issuer's 2008 Stock Option and Incentive Plan and became fully exercisable on 12/21/2012.

3. These stock options became fully exercisable on 12/31/2005.

4. Shares were sold pursuant to a 10b5-1 Stock Trading Plan entered into by the reporting person which was announced by the Company in a Current Report on Form 8-K filed with the SEC on June 23, 2017.

Remarks:

	/s/ Rosalie A. Petro, POA	07/13/2017
	** 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).
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