Statement of Changes in Beneficial Ownership (4)
November 04 2014 - 1:16PM
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
*
DAVID MARY JO
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2. Issuer Name
and
Ticker or Trading Symbol
LSB FINANCIAL CORP
[
LSBI
]
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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)
Senior Vice President and CFO
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(Last)
(First)
(Middle)
101 MAIN STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2014
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(Street)
LAFAYETTE, INDIANA 47901
(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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11/1/2014
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D
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15952
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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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11/1/2014
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D
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12921
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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 ESOP
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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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Employee Stock Option (Right to Buy)
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$17.00
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11/1/2014
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D
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2000
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(2)
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3/19/2022
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Common Stock
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2000
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(2)
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0
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D
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Employee Stock Option (Right to Buy)
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$28.87
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11/1/2014
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D
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4725
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(3)
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2/5/2024
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Common Stock
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4725
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(3)
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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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These issuer shares were disposed of pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for (i) $10.63 in cash per issuer share; and (ii) 2.269 common shares of Old National Bancorp per issuer share. The number of shares reported as indirectly held by the ESOP reflects allocations as of December 31, 2013, and additional shares could be allocated to the reporting person's account as of the effectiveness of the merger and disposed of in the same manner. The market value per common share of Old National Bancorp on the effective date of the merger was $14.55.
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(
2)
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These options, which provided for vesting in five annual installments of 20% each beginning March 19, 2013, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $44,440.00, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.
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(
3)
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These options, which provided for vesting in five annual installments of 20% each beginning February 6, 2015, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $48,903.75, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.
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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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DAVID MARY JO
101 MAIN STREET
LAFAYETTE, INDIANA 47901
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X
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Senior Vice President and CFO
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Signatures
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/s/ Mary Jo David
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11/3/2014
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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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