8-K
Old National Bancorp /In/ (ONB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________________________________
FORM 8-K
_________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2021
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OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| Indiana | 001-15817 | 35-1539838 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | One Main Street | |||
| --- | --- | --- | ||||
| Evansville, | Indiana | 47708 | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 731-2265
________________________________________________________
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, No Par Value | ONB | The NASDAQ Stock Market LLC |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (s230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (s240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On November 17, 2021, Old National Bancorp (the “Company”) sent a notice to participants in the Old National Bancorp Employee Stock Ownership and Savings Plan (the “401(k) Plan”) informing them that the 401(k) Plan is changing its investment fund-trading platform. The notice stated that, as a result of this change, 401(k) Plan participants will be unable to change investment elections or obtain a distribution during a period starting on December 21, 2021, and ending on January 16, 2022. This period is referred to herein as the “Blackout Period.”
On November 19, 2021, the Company sent a notice to its directors and executive officers informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, they would be prohibited from purchasing or selling certain shares of the Company’s Common Stock during the Blackout Period.
The notice is attached hereto as Exhibit 99 and incorporated herein by reference. The Company provided such notice to its directors and executive officers within five business days of November 17, 2021, which is the date the notices were mailed to 401(k) Plan participants and that the administrator of the 401(k) Plan notified the Company of the Blackout Period.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99 Notice to Directors and Executive Officers of Old National Bancorp Regarding Employee Stock Ownership and Savings Plan Blackout Period and Restrictions on Ability to Trade in Company Securities.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2021
OLD NATIONAL BANCORP
By: /s/ Jeffrey L. Knight
Jeffrey L. Knight
Executive Vice President
Chief Legal Counsel and Corporate Secretary
3
Document
Exhibit 99
| TO: | Directors and Executive Officers of Old National Bancorp |
|---|---|
| FROM: | Jeff Knight, EVP, Chief Legal Counsel |
| DATE: | November 19, 2021 |
| RE: | Important Notice Regarding Employee Stock Ownership and Savings Plan Blackout Period and Restrictions on Ability to Trade in Company Securities |
This notice is to inform you of significant restrictions on your ability to trade in Old National Bancorp (the “Company”) stock during an upcoming “blackout period” that will apply to the Old National Bancorp Employee Stock Ownership and Savings Plan (the “401(k) Plan”).
The blackout period, which is due to a conversion to a new investment fund-trading platform, will begin on December 21, 2021, and will end on January 16, 2022. During the blackout period, participants will not have access to their accounts for distributions or investment changes, including investment changes involving the Company’s Common Stock held in the 401(k) Plan.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, the Company’s directors and executive officers are prohibited - from December 21, 2021, through January 16, 2022 - from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their services as a director or executive officer.
Please note the following:
•“Equity securities” is defined broadly to include the Company’s common stock, options, and other derivatives
•Covered transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
•Among other things, these rules prohibit exercising options granted to you in connection with your services as a director or executive officer and selling stock acquired pursuant to such options.
•Exemptions from these rules generally apply for purchases or sales under Rule 10b5-1 plans, sales required by law, and certain other “automatic” transactions
These rules apply in addition to the trading restrictions under the Company’s Insider Trading Policy. This blackout period will occur during a blackout period under the Company’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving the Company’s equity securities during the blackout period.
Thank you, and please call me at 812-464-1363 if you have any questions.