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^*

EGGEMEYER JOHN M III

(Last)

(First)

(Middle)

P.O. BOX 1329

(Street)

RANCHO SANTA FE

92067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
White River Capital Inc [ RVR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2011

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	10/26/2011		A		50,000⁽¹⁾⁽²⁾	A	$0	141,900	D
Common Stock								310	I	Holdings of Eggemeyer Advisory Corp.⁽³⁾

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)

Explanation of Responses:

1. Performance shares granted pursuant to the White River Capital, Inc. (the "Company") 2005 Stock Incentive Plan (the "Plan"). The performance shares will vest in one installment, in full, on the date the Company's audited financial statements for the fiscal year ended December 31, 2013 are completed and attested to by the Company's independent registered public accounting firm (the "Determination Date") if all of the following performance goals have been achieved by the Company for the time periods indicated: (a) the Company's net income per fully-diluted common share ("EPS") for the fiscal year ended December 31, 2011, as shown on the Company's audited financial statements for such fiscal year, is $3.00; (b) the Company's EPS for the fiscal year ended December 31, 2012, as shown on the Company's audited financial statements for such fiscal year , is $3.30; and [TEXT CONTINUES IN FOOTNOTE 2.]

2. (c) the Company's EPS for the fiscal year ended December 31, 2013, as shown on the Company's audited financial statements for such fiscal year, is $3.75. Notwithstanding the foregoing (but subject to possible earlier forfeiture under certain circumstances), upon the occurrence of a "Vesting Event," as defined in the Plan, which includes a change in control of the Company, Mr. Eggemeyer will become 100% vested in the performance shares that are unvested and have not been forfeited on the date of the Vesting Event.

3. Shares awarded as fees for board service under the White River Capital, Inc. Directors Stock Compensation Plan.

Remarks:

	/s/ Martin J. Szumski as attorney-in-fact for John M. Eggemeyer, III	10/28/2011
	** 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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