SEC Filing | First Merchants Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

FLUHLER STEPHAN

(Last)

(First)

(Middle)

200 E JACKSON STREET

(Street)

MUNCIE

47305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2014

3. Issuer Name and Ticker or Trading Symbol
FIRST MERCHANTS CORP [ FRME ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
Chief Information Officer / Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,582.365	I	401(k) Plan
Common Stock	9,215.949⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽²⁾	⁽²⁾	Common Stock	700	⁽²⁾	D
Employee Stock Option (right to buy)	02/11/2013	02/11/2021	Common Stock	500	9.2	D
Employee Stock Option (right to buy)	07/01/2006	07/01/2014	Common Stock	2,500	25.595	D
Employee Stock Option (right to buy)	09/01/2007	09/01/2015	Common Stock	3,200	26.7	D

Explanation of Responses:

1. Includes Restricted Stock Awards totaling 4,204.882 shares

2. Each share of phantom stock is the economic equivalent of one share of FRME common stock. The shares of phantom stock will be settled in cash or shares of FRME common stock, at the reporting person's election, upon separation from First Merchants.

Remarks:

Exhibit 24; Confirming Statement

	Amanda C. Williams (Confirming Statement on File)	05/16/2014
	** Signature of Reporting Person	Date
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 5 (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.

CONFIRMING STATEMENT

    This statement confirms that the undersigned, Stephan H. Fluhler, has authorized and designated, Jennifer Mainord, Amanda C. Williams or Rhonda Bost, to execute and file on the undersignedTMs behalf, all Form 3, 4, and 5 (including amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersignedTMs ownership of or transactions in securities of First Merchants Corporation.  The authority of Jennifer Mainord, Amanda C. Williams or Rhonda Bost under this statement shall continue until the undersigned is no longer required to file Form 3, 4, and 5 with regard to the undersigned ownership or transactions in securities of First Merchants Corporation, unless earlier revoked in writing.  The undersigned acknowledges Jennifer Mainord, Amanda C. Williams or Rhonda Bost are not assuming any of the undersignedTMs responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

                        __/s/ Stephan H. Fluhler______
                        Stephan H. Fluhler

Date: May 14, 2014