Sec Form 3 Filing - Otto Bremer Trust @ OLD NATIONAL BANCORP /IN/ - 2025-05-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Otto Bremer Trust
2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
30 E 7TH ST STE 2900
3. Date of Earliest Transaction (MM/DD/YY)
05/01/2025
(Street)
ST. PAUL, MN55101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 43,137,330 ( 1 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Otto Bre mer Trust
30 E 7TH ST STE 2900
ST. PAUL, MN55101
X X
Signatures
/s/ Daniel C. Reardon (Co-CEO and Trustee of Otto Bremer Trust) 05/07/2025
Signature of Reporting Person Date
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.

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.