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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* FLUHLER STEPHAN (Last) (First) (Middle) 200 E JACKSON STREET (Street) MUNCIE IN 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) 05/16/2014
			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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	(1)	Common Stock	0.0	(1)	D

Explanation of Responses:

1. The reporting person's original Form 3 should not have included 700 shares of phantom stock that were reported in error. These shares were never owned by the reporting person.

Remarks:

Exhibit 24; Confirming Statement

	Jennifer Mainord (Confirming Statement on File)	07/03/2014
	** 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