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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Brown Thomas Lynn (Last) (First) (Middle) ONE MAIN STREET (Street) EVANSVILLE IN 47708 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OLD NATIONAL BANCORP /IN/ [ ONB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/14/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/14/2022		P		15,000	A	$16.74	18,400	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock - NQ Def Comp Plan for Non-Employee Directors	(1)	09/14/2022		M			30,170(2)(3)	(1)	(1)	Phantom Stock - NQ Def Comp Plan for Non-Employee Directors	30,170	$0	3,487(4)	D

Explanation of Responses:

1. Represents shares of phantom stock acquired pursuant to the First Midwest Bancorp, Inc. Deferred Compensation Plan for Nonemployee Directors (the "Plan") as a result of the deferral of quarterly directors fees paid in cash to the participant. The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan.

2. The reporting person is a participant in the First Midwest Bancorp, Inc. Nonqualified Deferred Compensation Plan for Non-employee Directors ("Deferred Compensation Plan" or "Plan") and elected to invest substantially the entire amount credited to his account under the Plan in common stock of First Midwest Bancorp, Inc. ("FMBI"). In connection with the reporting person becoming a participant in the Deferred Compensation Plan in 2017, he also elected to receive payment of the entire amount credited to his account under the Plan in the event of a change in control of FMBI ("CIC Election") (continued in Footnote 3 below).

3. As a result of the completion of the merger of FMBI and Old National Bancorp ("ONB"), with ONB as the surviving corporation, the shares of FMBI common stock credited to the reporting person's account under the Deferred Compensation Plan were converted into shares of ONB common stock pursuant to the Agreement and Plan of Merger dated May 30, 2021 between ONB and FMBI. In accordance with the reporting person's CIC Election and the terms of the Deferred Compensation Plan, the shares of ONB common stock credited to the reporting person's account under the Deferred Compensation Plan as of February 15, 2022 were sold at $16.82 per share (as reflected above in Table II) and the proceeds from such sale were paid to the reporting person in a lump sum cash payment. The reporting person then purchased shares of common stock of ONB (as reflected above in Table I).

4. On September 15, 2022, a Plan statement reported that the reporting person acquired 277 shares of Old National Bancorp common stock pursuant to the dividend reinvestment feature under the Plan.

	/s/ Andrea L. Stangl, Attorney-in-fact for Thomas Lynn Brown	09/16/2022
	** 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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