Statement of Changes in Beneficial Ownership (4)
05 11월 2014 - 3:14AM
Edgar (US Regulatory)
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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
*
BURNS KENNETH P
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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
_____ Officer (give title below)
_____ Other (specify below)
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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, IN 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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2739
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D
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(1)
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0
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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 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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$28.87
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11/1/2014
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D
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2450
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(2)
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2/5/2024
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Common Stock
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2450
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(2)
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0
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D
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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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300
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(3)
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3/19/2022
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Common Stock
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300
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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 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 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 $25,357.50, 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 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 $6,666.00, 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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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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BURNS KENNETH P
101 MAIN STREET
LAFAYETTE, IN 47901
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X
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Signatures
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/s/ Mary Jo David, Attorney-in-Fact for Kenneth P. Burns
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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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