SEC FORM 4

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^*

MILLER WILLIAM I

(Last)

(First)

(Middle)

IRWIN FINANCIAL CORPORATION

500 WASHINGTON STREET

(Street)

COLUMBUS

47201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRWIN FINANCIAL CORP [ IFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	03/14/2007		M		42,180	A	$13.6875	159,075	D
COMMON STOCK	03/14/2007		F		3,563	D	$18.85	155,512	D
COMMON STOCK	03/14/2007		F		30,629	D	$18.85	124,883	D
COMMON STOCK								22,812	I	BY DAUGHTERS⁽¹⁾
COMMON STOCK								5,160,592	I	BY IFC TRUST⁽²⁾
COMMON STOCK								5,176,038	I	BY MARITAL TRUST II⁽³⁾
COMMON STOCK								14,625	I	BY TRUST⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NONQUALIFIED STOCK OPTION (RIGHT TO BUY)	$13.6875	03/14/2007		M			42,180	⁽⁵⁾	04/29/2007	COMMON STOCK	42,180	$0	0	D

Explanation of Responses:

1. AS CUSTODIAN FOR DAUGHTERS OF REPORTING PERSON UNDER THE UNIFORM TRANSFERS TO MINORS ACT, REPORTING PERSON EXPRESSLY DISCLAIMS ANY BENEFICIAL OWNERSHIP OF THE SECURITIES HELD FOR HIS CHILDREN.

2. THE REPORTING PERSON IS THE TRUSTEE OF THE TRUST. THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THE SECURITIES HELD IN THIS TRUST EXCEPT TO THE EXTENT OF HIS POTENTIAL REMAINDER INTEREST THEREIN.

3. THE REPORTING PERSON IS A TRUSTEE OF THE J. IRWIN MILLER MARITAL TRUST II (MARITAL TRUST II). THE REPORTING PERSON DISCLAIMS BENEFICIAL OWNERSHIP OF THE SECURITIES HELD IN THIS TRUST EXCEPT TO THE EXTENT OF HIS POTENTIAL REMAINDER INTEREST THEREIN.

4. LYNNE M. MAGUIRE, TRUSTEE OF THE 1998 WILLIAM I. MILLER ANNUAL EXCLUSION TRUST U/A DATED 12/15/98. MR. MILLER DISCLAIMS BENEFICIAL OWNERSHIP OF THE SECURITIES HELD BY THIS TRUST.

5. THE PLAN PROVIDES FOR PHASED-IN VESTING OF RIGHTS TO EXERCISE GRANTED STOCK OPTIONS. IN THE YEAR OF THE GRANT, OPTIONEE MAY EXERCISE 25% OF TOTAL OPTIONS GRANTED. IN EACH OF THE THREE YEARS IMMEDIATELY FOLLOWING THE YEAR OF THE GRANT, OPTIONEE MAY EXERCISE AN ADDITIONAL 25% OF THE OPTIONS GRANTED. GRANT OF OPTION WAS MADE TO REPORTING PERSON IN TRANSACTION EXEMPT UNDER RULE 16B-3.

Remarks:

	/s/ Steven R. Schultz, Attorney-in-Fact for: William I. Miller	03/15/2007
	** 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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