Statement of Changes in Beneficial Ownership (4)
April 03 2018 - 2:46PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
BROWN ARCHIE M JR
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2. Issuer Name
and
Ticker or Trading Symbol
MAINSOURCE FINANCIAL GROUP
[
MSFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President and CEO
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(Last)
(First)
(Middle)
2105 N STATE RD 3 BYPASS
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2018
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(Street)
GREENSBURG, IN 47240
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/1/2018
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D
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56188
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D
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(1)
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0
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D
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Common Stock
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4/1/2018
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D
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28081
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D
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(1)
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0
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I
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By 401-k Plan
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$16.08
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4/1/2018
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D
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10287
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(2)
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2/3/2024
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Common Stock
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10287
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(2)
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0
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D
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Explanation of Responses:
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(1)
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On April 1, 2018, MainSource completed its previously announced merger (the "Merger")with First Financial Bancorp, pursuant to an Agreement and Plan of Merger, dated as of July 25, 2017, between MainSource and First Financial. In accordance with the terms of the Merger Agreement, at the effective time of the Merger each share of MainSource common stock issued an outstanding immediately prior to the Merger was converted into the right to receive 1.3875 shares of common stock of First Financial Bancorp. A cash payment of equal value was made in lieu of the issuance of fractional shares.
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(2)
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This stock option was assumed by First Financial in the Merger and converted into an option to purchase from First Financial common shares on the same terms and conditions as were applicable under such MainSource option, a number of shares of First Financial common stock determined by multiplying (x) the number of shares of MainSource common stock subject to such MainSource common stock option immediately prior to the effective time by (y) the exchange ratio, at a per share exercise price equal to the quotient obtained by dividing (i) the per share exercise price for each share of MainSource common stock subject to such MainSource stock option by (ii) 1.3875.
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Remarks:
As authorized by power of attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BROWN ARCHIE M JR
2105 N STATE RD 3 BYPASS
GREENSBURG, IN 47240
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X
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Chairman, President and CEO
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Signatures
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/s/ Denise Manus, attorney in fact
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4/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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