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Form 4 OLD NATIONAL BANCORP For: Feb 01 Filed by: Vanzo Kendra L

February 3, 2023 9:06 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
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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 *
Vanzo Kendra L

(Last) (First) (Middle)
ONE MAIN STREET

(Street)
EVANSVILLE IN 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)
CHIEF ADMINISTRATIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023
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 02/01/2023   F   900 D $ 17.54 62,398 (1) D  
Common Stock               31,513 D  
Common Stock               1,045 (2) I by IRA
Common Stock               6,060 (3) I ONB Employee Stock Ownership and Savings Plan
Common Stock               765 (4) 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
Phantom Stock - ONB Executive Deferred Compensation Plan (5)               (5)   (5) Common Stock 3,733   3,733 (6) D  
Explanation of Responses:
1. Includes 22,829 restricted stock units, 10,867 restricted stock shares, and 28,702 shares of common stock.
2. Shares held in an IRA with a broker.
3. Pursuant to the Old National Bancorp Dividend Reinvestment Plan, the Reporting Person acquired 46.840 shares of Old National Bancorp common stock on March 15, 2022; 55.180 shares of Old National Bancorp common stock on June 15, 2022; 49.442 shares of Old National Bancorp common stock on September 15, 2022; and 48.740 shares of Old National Bancorp common stock on December 15, 2022.
4. Shares held within the Old National Bancorp Employee Stock Purchase Plan. Pursuant to the Old National Bancorp Dividend Reinvestment Plan, the Reporting Person acquired 5.868 shares of Old National Bancorp common stock on March 15, 2022; 6.970 shares of Old National Bancorp common stock on June 15, 2022; 6.291 shares of Old National Bancorp common stock on September 15, 2022; and 6.144 shares of Old National Bancorp common stock on December 15, 2022.
5. Represents shares of phantom stock acquired pursuant to a bi-weekly payroll deferral election into the Old National Bancorp Executive Deferred Compensation Plan (the "Plan"). The shares of phantom stock represent shares of Old National Bancorp common stock on a 1-for-1 basis and are payable in cash upon distribution to the participant in accordance with the terms of the Plan.
6. Shares held within the Old National Bancorp Employee Stock Purchase Plan. Pursuant to the Old National Bancorp Dividend Reinvestment Plan, the Reporting Person acquired 5.868 shares of Old National Bancorp common stock on March 15, 2022; 6.970 shares of Old National Bancorp common stock on June 15, 2022; 6.291 shares of Old National Bancorp common stock on September 15, 2022; and 6.144 shares of Old National Bancorp common stock on December 15, 2022.
Remarks:
Exhibit 24 - Power-of-Attorney
/s/ Sharon K. Brantley, Paralegal, asAttorney-In-Fact for Kendra L. Vanzo 02/03/2023
** 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.

ATTACHMENTS / EXHIBITS

POWER OF ATTORNEY (PUBLIC): EXHIBIT 24 POWER-OF-ATTORNEY



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