SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CLARK TODD C

(Last)

(First)

(Middle)

ONE MAIN ST

(Street)

EVANSVILLE

47708

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2017

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXEC VP - CIO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	26,203⁽¹⁾	D
COMMON STOCK	15,113	D⁽²⁾
COMMON STOCK	21,688	D⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
PHANTOM STOCK	⁽⁵⁾	⁽⁵⁾	COMMON STOCK	147⁽⁴⁾	$17.9	D
EMPLOYEE STOCK OPTION	⁽⁶⁾	02/15/2018	COMMON STOCK	4,450	$22.19	D
EMPLOYEE STOCK OPTION	⁽⁶⁾	03/04/2019	COMMON STOCK	6,230	$8.13	D
EMPLOYEE STOCK OPTION	⁽⁶⁾	03/02/2021	COMMON STOCK	7,120	$3.76	D
EMPLOYEE STOCK OPTION	⁽⁶⁾	03/02/2022	COMMON STOCK	7,120	$3.71	D
EMPLOYEE STOCK OPTION	⁽⁶⁾	03/06/2023	COMMON STOCK	2,670	$5.67	D

Explanation of Responses:

1. Includes 17,250 restricted stock units, 5,542 restricted stock shares and 3,411 shares of common stock. Fractional amounts have been rounded to the nearest whole number.

2. Held jointly with spouse in a brokerage account.

3. Held in an IRA account in a brokerage account.

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

5. 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.

6. Employee Stock Options originated from United Bancorp Inc. At the time of the merger, 7/31/2014, all options became exercisable.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	05/24/2017
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.