New insider Otto Bremer Trust claimed ownership of 43,137,330 shares (SEC Form 3)
$ONB
Major Banks
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 43,137,330(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Shares acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 25, 2024, by and among Bremer Financial Corporation ("Bremer"), Old National Bancorp (the "Issuer"), and ONB Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged with and into Bremer (the "First Step Merger"), with Bremer surviving the First Step Merger as a wholly owned subsidiary of the Issuer, and immediately following the First Step Merger, and as part of a single, integrated transaction, Bremer merged with and into the Issuer (the "Second Step Merger"), with the Issuer surviving the Second Step Merger as the surviving entity. Pursuant to the Merger Agreement, at the effective time of the First Step Merger (the "Effective Time"), each share of the common stock of Bremer converted into the right to receive (i) 4.182 shares of the common stock, no par value per share ("Common Stock"), of the Issuer and (ii) $26.22 in cash without interest. |
| 2. The Reporting Person has three Co-CEOs and trustees ("Trustees"). Any action by the Reporting Person with respect to the shares of Common Stock may be taken only by majority vote of the Trustees and, therefore, no Trustee individually has voting or dispositive power with respect to the shares. |
| Remarks: |
| Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director-by-deputization by virtue of the Reporting Person's contractual right to appoint a director to the board of directors of the Issuer, effective as of the Effective Time, pursuant to the Investor Agreement by and between the Trustees and the Issuer, dated November 25, 2024. |
| /s/ Daniel C. Reardon (Co-CEO and Trustee of Otto Bremer Trust) | 05/07/2025 | |
| ** 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 5 (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. | ||