SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BARRON WILLIAM G

(Last)

(First)

(Middle)

726 HARVARD DRIVE

(Street)

OWENSBORO

42301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAINSOURCE FINANCIAL GROUP [ MSFG ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/28/2006		G	590	D	⁽¹⁾	50,631⁽²⁾⁽³⁾	D
Common Stock							33,102⁽⁴⁾	I	By Spouse
Common Stock							45,930⁽⁵⁾	I	Trust A
Common Stock							4,918	I	Trust B
Common Stock							220,551⁽⁶⁾	I	Barron Family Trust
Common Stock							127,465⁽⁷⁾	I	Barron Family Partnership
Common Stock							3,693⁽⁸⁾	I	FBO Son
Common Stock	12/31/2006		G	11,254	D	⁽⁹⁾	0⁽⁹⁾	I	FBO Son
Common Stock	12/31/2006		G	10,306	D	⁽⁹⁾	0⁽⁹⁾	I	FBO Son
Common Shares	12/31/2006		G	9,069	D	⁽¹⁰⁾	0⁽¹⁰⁾	I	FBO Daughter

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)	4. Transaction Code (Instr. 8)	(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)
Stock Option (Right to Buy)	$14.03⁽¹¹⁾						05/19/2003	05/18/2013	Common Stock	1,653.75⁽¹¹⁾		1,653.75⁽¹¹⁾	D
Stock Option (Right to Buy)	$22.26⁽¹²⁾						02/23/2004	02/22/2014	Common Stock	1,575⁽¹²⁾		1,575⁽¹²⁾	D
Stock Option (Right to Buy)	$21.6						02/22/2005	02/21/2015	Common Stock	1,000		1,000	D
Stock Option (Right to Buy)	$18.94						02/22/2006	02/21/2016	Common Stock	500		500	D

Explanation of Responses:

1. 590 shares were gifted from Mr. Barron's direct holdings.

2. 12,548 shares were transferred from Mr. Barron's direct holdings to indirect ownership in the Barron Family Trust on 4/28/06.

3. Includes 193 shares acquired on 3/16/06, 222 shares acquired on 06/12/06, 240 shares acquired on 9/15/06 and 408 shares acquired on 12/15/06 under the Dividend Reinvestment Plan.

4. Includes 218 shares acquired on 3/16/06, 251 shares acquired on 06/12/06, 251 shares acquired on 9/15/06 and 244 shares acquired on 12/15/06 under the Dividend Reinvestment Plan.

5. Includes 313 shares acquired on 3/16/06, 361 shares acquired on 06/12/06, 360 shares acquired on 9/15/06 and 350 shares acquired on 12/15/06 under the Dividend Reinvestment Plan.

6. Includes 451 shares acquired on 3/16/06, and 1801 shares acquired on 06/12/06 under the Dividend Reinvestment Plan. Following the cash dividend paid on 6/12/06, dividends were no longer reinvested for shares held by the Barron Family Trust.

7. Includes 903 shares acquired on 3/16/06, and 1041 shares acquired on 06/12/06 under the Dividend Reinvestment Plan. Following the cash dividend paid on 6/12/06, dividends were no longer reinvested for shares held by the Barron Family Partnership.

8. Includes 22 shares acquired on 3/16/06, 26 shares acquired on 06/12/06, 29 shares acquired on 9/15/06 and 28 shares acquired on 12/15/06 under the Dividend Reinvestment Plan.

9. Shares held as Custodian FBO Son were transferred to adult Son and will be excluded from future filings.

10. Shares held as Custodian FBO Daughter were transferred to adult Daughter and will be excluded from future filings.

11. The original option was for 1000 shares of common stock at an exercise price of $23.20 per share, but was adjusted and restated to reflect the 5% stock dividend paid on 01/09/04; the 3 for 2 stock split paid on 04/16/04; and the 5% stock dividend paid on 01/15/05.

12. The original option was for 1000 shares of common stock at an exercise price of $35.06 per share, but was adjusted and restated to reflect the 3 for 2 stock split paid on 04/16/04; and the 5% stock dividend paid on 01/15/05.

	William G. Barron	02/15/2007
	** Signature of Reporting Person	Date
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* 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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