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^*

Knight Jeffrey L

(Last)

(First)

(Middle)

ONE MAIN ST

(Street)

EVANSVILLE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2010

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	12/15/2010		J	V	0.278	A	$11.603	46.24	D⁽⁶⁾
COMMON STOCK	12/31/2010		L	V	10.624	A	$11.2955	56.864	D⁽⁶⁾
COMMON STOCK	12/15/2010		J	V	0.875	A	$11.603	145.854	D
COMMON STOCK								9,358.44⁽³⁾	I	ONB KSOP
COMMON STOCK								23,800	D
COMMON STOCK	12/15/2010		J	V	0.567	A	$11.603	94.525	I	CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER
COMMON STOCK	12/15/2010		J	V	0.514	A	$11.603	85.723	I	CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER
COMMON STOCK	12/15/2010		J	V	0.554	A	$11.603	92.459	I	CUSTODIAN FOR MARGARET R KNIGHT, DAUGHTER
COMMON STOCK								8,051.8	D⁽⁷⁾

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)
EMPLOYEE STOCK OPTION	$21.7							02/01/2002⁽⁴⁾	06/27/2011	COMMON STOCK	11,183		11,183	D
EMPLOYEE STOCK OPTION	$21.7							06/27/2001⁽⁴⁾	06/27/2011	COMMON STOCK	6,900		6,900	D
EMPLOYEE STOCK OPTION	$20.59							01/22/2003⁽⁴⁾	01/22/2012	COMMON STOCK	12,965		12,965	D
EMPLOYEE STOCK OPTION	$20.68							01/31/2004⁽⁴⁾	01/31/2013	COMMON STOCK	17,640		17,640	D
EMPLOYEE STOCK OPTION	$20.43							12/31/2004⁽⁴⁾	02/02/2014	COMMON STOCK	1,995		1,995	D
EMPLOYEE STOCK OPTION	$21.65							02/01/2007⁽⁴⁾	02/24/2016	COMMON STOCK	12,800		12,800	D
EMPLOYEE STOCK OPTION	$18.43							01/25/2008⁽¹⁾	01/25/2017	COMMON STOCK	16,500		16,500	D
EMPLOYEE STOCK OPTION	$15.29							02/01/2009⁽⁵⁾	01/24/2018	COMMON STOCK	19,700		19,700	D
EMPLOYEE STOCK OPTION	$13.31							02/01/2010⁽²⁾	01/29/2019	COMMON STOCK	11,000		11,000	D

Explanation of Responses:

1. Option vests in one-third annual installments beginning on 1/25/2008.

2. Option vests in one-third annual installments beginning on 1/29/2010.

3. KSOP balance updated based upon current data.

4. Immediately exercisable.

5. Option vests in one-third annual installments beginning on 1/24/2009.

6. Old National Bancorp Employee Stock Purchase Plan.

7. Vesting of one-third service based restricted stock net of applicable withholding taxes.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	01/10/2011
	** 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).
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.