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^*

CLARK TODD C

(Last)

(First)

(Middle)

2723 S STATE STREET

(Street)

ANN ARBOR

48104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED BANCORP INC /MI/ [ UBMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2014

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	07/31/2014		J⁽¹⁾		32,728⁽²⁾	D	⁽¹⁾	0	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)
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)
Stock Options (Right to Buy)	$30.39	07/31/2014		J⁽³⁾			3,528	⁽³⁾	01/03/2015	Common Stock	3,528	⁽³⁾	0	D
Stock Options (Right to Buy)	$29.52	07/31/2014		J⁽³⁾			4,200	⁽³⁾	01/03/2016	Common Stock	4,200	⁽³⁾	0	D
Stock Options (Right to Buy)	$22.5	07/31/2014		J⁽³⁾			4,600	⁽³⁾	01/02/2017	Common Stock	4,600	⁽³⁾	0	D
Stock Options (Right to Buy)	$19.75	07/31/2014		J⁽³⁾			5,000	⁽³⁾	02/15/2018	Common Stock	5,000	⁽³⁾	0	D
Stock Options (Right to Buy)	$7.24	07/31/2014		J⁽³⁾			7,000	⁽³⁾	03/04/2019	Common Stock	7,000	⁽³⁾	0	D
Stock Appreciation Rights	$3.35⁽⁴⁾	07/31/2014		J⁽⁵⁾			8,000	⁽⁵⁾	03/02/2021	Common Stock	8,000	⁽⁵⁾	0	D
Stock Appreciation Rights	$3.3⁽⁴⁾	07/31/2014		J⁽⁵⁾			8,000	⁽⁵⁾	03/02/2022	Common Stock	8,000	⁽⁵⁾	0	D
Stock Appreciation Rights	$5.05⁽⁴⁾	07/31/2014		J⁽⁵⁾			3,000	⁽⁵⁾	03/06/2023	Common Stock	3,000	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁶⁾	07/31/2014		J⁽⁷⁾			2,925	⁽⁷⁾	⁽⁷⁾	Common Stock	2,925	⁽⁷⁾	0	D
Restricted Stock Units	⁽⁶⁾	07/31/2014		J⁽⁷⁾			4,790	⁽⁷⁾	⁽⁷⁾	Common Stock	4,790	⁽⁷⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of January 7, 2014 (the "Merger Agreement"), by and between United Bancorp, Inc. (the "Company") and Old National Bancorp ("Old National"), each share of common stock of the Company was converted into the right to receive (a) $2.66 cash and (b) 0.7 shares of Old National common stock. The shares of common stock of Old National had a market value of $13.65 per share as of the close of trading on NASDAQ on July 30, 2014, the trading day immediately preceding the effective time of the Merger.

2. Includes 3,666 shares of restricted stock that pursuant to the Merger Agreement accelerated vesting consistent with the Merger Agreement and applicable plan documents and, as with each other share of common stock of the Company, each such vested share was converted into the right to receive (a) $2.66 cash and (b) 0.7 shares of Old National common stock.

3. Pursuant to the Merger Agreement, each outstanding stock option to purchase common stock of the Company was converted into a stock option to purchase a number of shares of Old National common stock determined pursuant to the converted stock-based award ratio set forth in the Merger Agreement, and with a corresponding adjustment to the exercise price.

4. Stock appreciation rights settled in shares of common stock.

5. Pursuant to the terms of the Merger Agreement, each stock appreciation right ("SAR") held by the reporting person fully vested and was converted into an award of SARs denominated in Old National common stock, with the number of underlying shares of Old National common stock determined pursuant to the converted stock-based award ratio set forth in the Merger Agreement, and with a corresponding adjustment to the exercise price.

6. Each restricted stock unit ("RSU") represents the contingent right to receive one share of common stock of the Company.

7. Pursuant to the terms of the Merger Agreement, each RSU award held by the reporting person became fully vested and each RSU award was converted into the number of shares of Old National common stock determined pursuant to converted stock-based award ratio set forth in the Merger Agreement.

	/s/ Charlie Goode, by Power of Attorney	07/31/2014
	** 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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