Form 4 MidWestOne Financial For: May 15 Filed by: Godwin Janet E

May 17, 2021 9:00 PM EDT

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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 *
Godwin Janet E

(Last) (First) (Middle)
102 S. CLINTON STREET
P.O. BOX 1700

(Street)
IOWA CITY IA 52244-1700

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MidWestOne Financial Group, Inc. [ MOFG ]
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)
05/15/2021
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 05/15/2021   A (1)   634.518 A $ 0 3,663.518 (2) 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
Explanation of Responses:
1. Represents restricted stock units acquired pursuant to a grant of time-based restricted stock units which vest on May 15, 2022.
2. Includes 19.483 dividend equivalent units credited to unvested time-based RSUs in lieu of cash dividend payments since the reporting person's last required Form filing, less 0.074 fractional Dividend Equivalent paid out in cash upon vesting on May 15, 2021. Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne Financial Group, Inc. common stock.
Kenneth R. Urmie, Corporate Secretary, for Janet E. Godwin under Power of Attorney dated January 20, 2021 05/17/2021
** 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.
MIDWESTONE FINANCIAL GROUP, INC.

POWER OF ATTORNEY
(SECTIONS 13(d) AND 16(a) MATTERS)

Know all by these present the undersigned hereby constitutes and appoints
each of Kenneth R. Urmie, John J. Ruppel, and Celeste M. Yoder,
signing singly, as the undersigned's true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as a more than five percent (5%) stockholder (if applicable) 
of MidWestOne Financial Group, Inc. (the "Company"), any Schedule 13D 
or Schedule 13G and any amendments thereto in accordance with Section 13(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules 
thereunder;

(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, officer or stockholder of the Company or a
subsidiary of the Company, Forms 3, 4 and 5 in accordance with 
Section 16(a) of the Exchange Act and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 and any such Schedule 13D or Schedule 13G and 
any amendments thereto and timely file such form or schedule with the 
United States Securities and Exchange Commission, the Nasdaq Stock
Market, the Company and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the 
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power 
of Attorney shall be in such form and shall contain such terms and 
conditions as such attorney-in-fact may approve in such 
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of 
the rights and powers herein granted, as fully to all intents and 
purposes as the undersigned might or could do if personally present, 
with full power or substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein 
granted. The undersigned acknowledges that the foregoing 
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of 
the undersigned's responsibilities to comply with Section 13(d) or 
Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 
and Schedule 13D or Schedule 13G (including any amendments thereto)
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the 
undersigned in a signed writing delivered to the foregoing 
attorneys-in-fact.

For good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, to the fullest
extent permitted by law: (i) agrees to hold the attorneys-in-fact
and the Company harmless from all liability, loss, cost, damage
or expense of any nature, including reasonable attorneys' fees
and expenses sustained or incurred by the attorneys-in-fact or 
Company in connection with the performance, or non-performance,
of the actions described in paragraphs (1) - (4) above; and (ii)
irrevocably releases and waives any and all claims (in law or 
equity) against the attorneys-in-fact and the Company, and all
of their respective heirs, estates, successors and assigns,
as the case may be, relating to the performance, or 
non-performance, of the actions described in paragraphs 
(1) - (4) above.

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney 
to be executed as of the 20th day of January, 2021.

/s/ Janet E. Godwin
Print Name: Janet E. Godwin



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