Vanzo Kendra L Form 4 OLD NATIONAL BANCORP / Kendra L Vanzo 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^*

Vanzo Kendra L

(Last) (First) (Middle)

ONE MAIN STREET

(Street)

EVANSVILLE IN 47708

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2022

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	03/02/2022		A		9,450(1)	A	$17.99(2)	63,298(3)	D
COMMON STOCK								5,860(4)	I	ONB KSOP
COMMON STOCK								739(5)	D
COMMON STOCK								31,513(6)	D
COMMON STOCK								1,045(7)	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
PHANTOM STOCK	$17.41(8)							(9)	(9)	COMMON STOCK	29(8)		3,610(9)	D

Explanation of Responses:

1. Restricted stock award granted pursuant to the Old National Bancorp Amended and Restated 2008 Incentive Compensation Plan.

2. The number of shares represented by this award was determined by dividing the dollar value of the award granted to the Reporting Person by $17.99 (which represents the volume weighted average price per share of the Issuer's common stock for the 20 consecutive trading days ending on the date of grant).

3. Includes 22,829 restricted stock units, 13,534 restricted stock shares and 26,935 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

4. KSOP shares updated to include current balance.

5. Old National Bancorp Employee Stock Purchase Plan.

6. Shares held with a broker.

7. Shares held in an IRA with a broker.

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

9. 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.

	/s/ JEFFREY L. KNIGHT, CHIEF GOVERNMENT RELATIONS OFFICER, AS ATTORNEY-IN-FACT	03/04/2022
	** 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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