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

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^*

GUENTHNER KEVIN

(Last)

(First)

(Middle)

PO BOX 30918

(Street)

BILLINGS

59116-0918

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST INTERSTATE BANCSYSTEM INC [ FIBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Infor. Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2013

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)
Class A Common Stock								8,760	I	By 401(k) Plan
Class A Common Stock	05/24/2013		M		4,383	A	$14.26⁽¹⁾	18,690	D
Class A Common Stock	05/24/2013		F		3,470⁽²⁾	D	$0.00	15,220	D
Class A Common Stock	05/24/2013		C		3,158	A	$0.00	18,378	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	$17	05/24/2013		M			12,000	01/26/2006	01/26/2016	Class B Common Stock	12,000	$17	0	D
Stock Options	$15.25	05/24/2013		M			4,620	05/15/2010	05/15/2019	Class B Common Stock	4,620	$15.25	0	D
Stock Options	$15	05/24/2013		M			4,908	02/12/2011	02/12/2020	Class B Common Stock	4,908	$15	0	D
Stock Options	$14.2	05/24/2013		M			2,894	02/14/2012	02/14/2021	Class A Common stock	2,894	$14.2	1,449	D
Stock Options	$14.37	05/24/2013		M			1,489	02/17/2013	02/17/2022	Class A Common Stock	1,489	$14.37	2,977	D
Class B Common Stock⁽³⁾	$0.00	05/24/2013		M		21,528		03/05/2010⁽³⁾	12/31/2029⁽³⁾	Class A Common Stock	21,528	$16.17⁽⁴⁾	23,882	D
Class B Common Stock⁽³⁾	$0.00	05/24/2013		F			18,370⁽⁵⁾	03/05/2010⁽³⁾	12/31/2029⁽³⁾	Class A Common Stock	18,370	$0.00	5,512	D
Class B Common Stock⁽³⁾	$0.00	05/24/2013		C			3,158	03/05/2010⁽³⁾	12/31/2029⁽³⁾	Class A Common Stock	3,158	$0.00	2,354	D

Explanation of Responses:

1. The price reported in Column 4 of Table I is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.20 to $14.37. Reporting Person undertakes to provide to First Interstate BancSystem, Inc., any security holder of First Interstate BancSystem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares purchased at each separate price within the range set forth in this Form 4.

2. Includes 3,014 shares for payment of option exercise price and 456 shares for payment of taxes, valued at $20.73 per share.

3. On March 5, 2010, the Company recapitalized its existing common stock. The recapitalization included, among other things, a redesignation of existing common stock as Class B common stock, a four-for-one split of Class B common stock, and the creation of a new class of common stock designated as Class A common stock, which is listed on the NASDAQ stock market under the symbol "FIBK". The Class B common stock is convertible at any time into Class A common stock on a share for share basis at the descretion of the holder. The conversion feature of the Class B common stock does not expire.

4. The price reported in Column 8 of Table II is a weighted average price. These shares of Class B stock were purchased in multiple transactions at prices ranging from $15.00 to $17.00, and immediately converted to Class A common stock. Reporting Person undertakes to provide to First Interstate BancSystem, Inc., any security holder of First Interstate BancSystem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares purchased at each separate price within the range set forth in this Form 4.

5. Includes 16,791 shares for payment of option exercise price and 1,579 shares for payment of taxes, valued at $20.73 per share.

Remarks:

	/s/ TERRILL R. MOORE, Attorney-in-Fact for Reporting Person	05/28/2013
	** 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).
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.