(1) An unspecified aggregate initial offering price and number of securities of each identified class is being registered as may from time to time be offered at unspecified prices. Also includes an indeterminate number of shares of common stock, preferred stock, warrants, depositary shares, subscription rights, stock purchase contracts, stock purchase units and units, and such indeterminate principal amount of senior debt securities and subordinated debt securities as may be issued by the registrant upon exercise, conversion or exchange of any securities that provide for such issuance, or that may from time to time become issuable by reason of any stock split, stock dividend or similar transaction, for which no separate consideration will be received by registrant. In no event will the aggregate offering price of all types of securities issued by the registrant pursuant to this registration statement exceed $200,000,000. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Includes an indeterminate number of depositary shares evidenced by depositary receipts as may be issued in the event that Old Second Bancorp, Inc. elects to offer fractional interests in its preferred stock registered hereby. Pursuant to Rule 457(n), no additional registration fee is payable in respect of the registration of the guarantee.
(2) The proposed maximum offering price per unit of security will be determined by Old Second Bancorp, Inc., from time to time, in connection with the issuance by the registrant of the securities registered hereunder and has been omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933.
(3) The proposed maximum aggregate offering price per class of security will be determined from time to time by Old Second Bancorp, Inc. in connection with the issuance by Old Second Bancorp, Inc. of the securities registered hereunder and has been omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933.
(4) Estimated for the sole purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(5) Calculated pursuant to Rule 457(o) of the Securities Act of 1933.
(6) May consist of one or more series of senior or subordinated debt.
Table 2: Fee Offset Claims and Sources
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| | Registrant or Filer Name | | Form or Filing Type | | File Number | | Initial Filing Date | | Filing Date | | | Fee Offset Claimed | | | Security Type Associated with Fee Offset Claimed | | Security Title Associated with Fee Offset Claimed | | | Unsold Securities Associated with Fee Offset Claimed | | | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | | | Fee Paid with Fee Offset Sources | |
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Rule 457(p) |
Fee Offset Claims | | Old Second Bancorp, Inc. | | S-3 | | 333-243746 | | August 10, 2020 | | | | | | $ | 5,562 | | | Unallocated (Universal) Shelf | | | (7) | | | | (7) | | | $ | 150,000,000 | | | | | |
Fee Offset Sources | | Old Second Bancorp, Inc. | | S-3 | | 333-243746 | | | | | August 10, 2020 | | | | | | | | | | | | | | | | | | | | | $ | 5,562 | (7) |
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| (7) | On August 10, 2020, the registrant initially filed a Registration Statement on Form S-3 (File No. 333-243746) (the “Original Registration Statement”), which registered an aggregate principal amount of $150,000,000 of common stock, preferred stock, debt securities, warrants, depositary shares, subscription rights, stock purchase contracts, stock purchase units and units to be offered by the registrant from time to time (together, the “Original Offering”). No securities were sold pursuant to the Original Offering, and the Original Offering has been terminated. As a result, the registrant has $5,562 in unused filing fees associated with the Original Offering. In accordance with Rule 457(p) under the Securities Act of 1933, as amended, the registrant is using $5,562 of the unused filing fees to offset the filing fee payable in connection with this filing. |