SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Devaisher Len D
(Last) (First) (Middle)
102 S. CLINTON STREET
P.O. BOX 1700
(Street)
IOWA CITY IA 52244-1700
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MidWestOne Financial Group, Inc. [ MOFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2024
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/15/2024 F(1) 847 D $24.48 20,434.221(2) D
Common Stock 02/15/2024 A(3) 4,502.441 A $0 24,936.662(4) D
Common Stock 02/15/2024 F(5) 1,592 D $24.48 23,344.221 D
Common Stock 02/15/2024 A(6) 4,085 A $0 27,429.221 D
Common Stock 537(7) I By ESOP
Common Stock 2,000 I Held in IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares withheld to pay payroll taxes due upon the vesting of time-based restricted stock units from prior years' awards.
2. Includes 112.757 Dividend Equivalents credited to unvested time-based RSUs in lieu of a cash dividend payment since the reporting person's last required Form filing, less 1.007 cumulative fractional Dividend Equivalents paid out in cash upon vesting on February 15, 2024. Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne Financial Group, Inc. stock. Also includes 157.779 shares acquired through dividend reinvestment since the reporting person's last required Form filing.
3. Shares of common stock acquired upon settlement of performance stock unit award granted to the reporting person on February 15, 2021.
4. Amount reported was reduced by 0.441 fractional Dividend Equivalent on the performance RSUs, paid out in cash upon vesting on February 15, 2024.
5. Shares withheld to pay payroll taxes due upon the vesting of the above-referenced performance stock unit award on February 15, 2024.
6. Represents restricted stock units acquired pursuant to a grant of time-based restricted stock units which vest in three approximately equal annual installments beginning February 15, 2025.
7. Shares allocated to the reporting person's account from within the MidWestOne Financial Group, Inc. Employee Stock Ownership Plan, as of December 31, 2023. Reported shares have increased by 32 shares since the date of the reporting person's previous Form filing due to an allocation to his account.
Remarks:
Kenneth R. Urmie, Corporate Secretary, for Len D. Devaisher under Power of Attorney dated April 21, 2023 02/20/2024
** 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 4 (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.
Power of Attorney for Len D. Devaisher MIDWESTONE FINANCIAL GROUP, INC. POWER OF ATTORNEY (SECTIONS 13(d), 16(a) AND Rule 144 MATTERS) Know all by these present the undersigned hereby constitutes and appoints each of Kenneth R. Urmie, John J. Ruppel, and Celeste M. Yoder, signing singly, as the undersigned's true and lawful attorneys in fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than five percent (5%) stockholder (if applicable) of MidWestOne Financial Group, Inc. (the "Company"), any Schedule 13D or Schedule 13G and any amendments thereto in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer or stockholder of the Company or a subsidiary of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (3) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer or affiliate of the Company or a subsidiary of the Company, Form 144 in accordance with SEC Rule 144 and the rules thereunder; (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Form 144 and any such Schedule 13D or Schedule 13G and any amendments thereto and timely file such form or schedule with the United States Securities and Exchange Commission, the Nasdaq Stock Market, the Company and any stock exchange or similar authority; and (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power or substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act or Rule 144. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedule 13D or Schedule 13G (including any amendments thereto) and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, to the fullest extent permitted by law: (i) agrees to hold the attorneys-in-fact and the Company harmless from all liability, loss, cost, damage or expense of any nature, including reasonable attorneys' fees and expenses sustained or incurred by the attorneys-in-fact or Company in connection with the performance, or non-performance, of the actions described in paragraphs (1) - (5) above; and (ii) irrevocably releases and waives any and all claims (in law or equity) against the attorneys-in-fact and the Company, and all of their respective heirs, estates, successors and assigns, as the case may be, relating to the performance, or non-performance, of the actions described in paragraphs (1) - (5) above.

 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 21st day of April, 2023. /s/ Len D. Devaisher Print Name: Len D. Devaisher

 
Power of Attorney for Len D. Devaisher MIDWESTONE FINANCIAL GROUP, INC. POWER OF ATTORNEY (SECTIONS 13(d), 16(a) AND Rule 144 MATTERS) Know all by these present the undersigned hereby constitutes and appoints each of Kenneth R. Urmie, John J. Ruppel, and Celeste M. Yoder, signing singly, as the undersigned's true and lawful attorneys in fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a more than five percent (5%) stockholder (if applicable) of MidWestOne Financial Group, Inc. (the "Company"), any Schedule 13D or Schedule 13G and any amendments thereto in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer or stockholder of the Company or a subsidiary of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder; (3) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer or affiliate of the Company or a subsidiary of the Company, Form 144 in accordance with SEC Rule 144 and the rules thereunder; (4) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Form 144 and any such Schedule 13D or Schedule 13G and any amendments thereto and timely file such form or schedule with the United States Securities and Exchange Commission, the Nasdaq Stock Market, the Company and any stock exchange or similar authority; and (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power or substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act or Rule 144. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 and Schedule 13D or Schedule 13G (including any amendments thereto) and Form 144 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, to the fullest extent permitted by law: (i) agrees to hold the attorneys-in-fact and the Company harmless from all liability, loss, cost, damage or expense of any nature, including reasonable attorneys' fees and expenses sustained or incurred by the attorneys-in-fact or Company in connection with the performance, or non-performance, of the actions described in paragraphs (1) - (5) above; and (ii) irrevocably releases and waives any and all claims (in law or equity) against the attorneys-in-fact and the Company, and all of their respective heirs, estates, successors and assigns, as the case may be, relating to the performance, or non-performance, of the actions described in paragraphs (1) - (5) above.

 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 21st day of April, 2023. /s/ Len D. Devaisher Print Name: Len D. Devaisher

 
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