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Form 4 LSB FINANCIAL CORP For: Nov 01 Filed by: NEUDECK MARIELLEN N

November 4, 2014 1:21 PM EST
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
Expires: December 31, 2014
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 *
NEUDECK MARIELLEN N
(Last) (First) (Middle)
101 MAIN STREET
(Street)
LAFAYETTE, INDIANA 47901
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LSB FINANCIAL CORP [ LSBI ] 		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)
11/01/2014
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2014   D   26,941 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 28.87 11/01/2014   D     2,450   (2) 02/05/2024 Common Stock 2,450 (2) 0 D  
Stock Option (Right to Buy) $ 17 11/01/2014   D     375   (3) 03/19/2022 Common Stock 375 (3) 0 D  
Explanation of Responses:
1. These issuer shares were disposed of pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for (i) $10.63 in cash per issuer share; and (ii) 2.269 common shares of Old National Bancorp per issuer share. The market value per common share of Old National Bancorp on the effective date of the merger was $14.55.
2. These options, which provided for vesting in five annual installments of 20% each beginning February 6, 2015, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $25,357.50, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.
3. These options, which provided for vesting in five annual installments of 20% each beginning March 19, 2013, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $8,332.50, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.
/s/ Mary Jo David, Attorney-in-Fact for Mariellen M. Neudeck 11/03/2014
** 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).
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.

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