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^*

Ellspermann Caroline J

(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)
	PRESIDENT - WEALTH MANAGEMENT

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2011

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	02/24/2011		A		1,573.313	A	$11.53	26,325.313⁽⁸⁾	D
COMMON STOCK								4,661.499⁽⁶⁾	I	CAROLINE ELLSPERMAN - ONB KSOP
COMMON STOCK								5,033.504⁽⁶⁾	I	KENNETH ELLSPERMAN - ONB KSOP
COMMON STOCK								1,444.404	D⁽⁴⁾
COMMON STOCK								4,506.945	D⁽²⁾

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⁽¹⁾	06/27/2011	COMMON STOCK	3,525		3,525	D
EMPLOYEE STOCK OPTION	$20.59							01/22/2003⁽¹⁾	01/22/2012	COMMON STOCK	7,178		7,178	D
EMPLOYEE STOCK OPTION	$20.68							01/31/2004⁽¹⁾	01/31/2013	COMMON STOCK	10,474		10,474	D
EMPLOYEE STOCK OPTION	$20.43							12/31/2004⁽¹⁾	02/02/2014	COMMON STOCK	2,100		2,100	D
EMPLOYEE STOCK OPTION	$21.65							02/01/2007⁽¹⁾	02/24/2016	COMMON STOCK	8,700		8,700	D
EMPLOYEE STOCK OPTION	$18.43							01/25/2008⁽⁵⁾	01/25/2017	COMMON STOCK	12,300		12,300	D
EMPLOYEE STOCK OPTION	$15.29							02/01/2009⁽⁷⁾	01/24/2018	COMMON STOCK	12,000		12,000	D
EMPLOYEE STOCK OPTION	$13.31							02/01/2010⁽³⁾	01/29/2019	COMMON STOCK	7,000		7,000	D
EMPLOYEE STOCK OPTION	$21.7							02/01/2002⁽¹⁾	06/27/2011	COMMON STOCK	6,077		6,077	I	SPOUSE - KENNETH ELLSPERMANN
EMPLOYEE STOCK OPTION	$20.59							01/22/2003⁽¹⁾	01/22/2012	COMMON STOCK	7,178		7,178	I	SPOUSE - KENNETH ELLSPERMANN
EMPLOYEE STOCK OPTION	$20.68							01/31/2004⁽¹⁾	01/31/2013	COMMON STOCK	10,474		10,474	I	SPOUSE - KENNETH ELLSPERMANN
EMPLOYEE STOCK OPTION	$20.43							12/31/2004⁽¹⁾	02/02/2014	COMMON STOCK	1,470		1,470	I	SPOUSE - KENNETH ELLSPERMANN

Explanation of Responses:

1. Immediately exercisable.

2. Registered as joint tenants - Kenneth and Caroline Ellspermann - held by broker.

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

4. Registered as Caroline Ellspermann IRA - held by broker.

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

6. KSOP Shares updated to include current balance.

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

8. The original amount reported of 1,863 shares was increased based upon the final determination of the satisfaction of the performance factors described in the Old National Bancorp 2008 Incentive Compensation Plan Performance Share Award Agreement.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	02/28/2011
	** 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).
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