Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________
FORM 10-K/A
(Amendment No. 1)

[Mark One]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to_________
Commission file number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
35-1544218
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
200 East Jackson
Muncie, Indiana
 
47305-2814
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (765)747-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of each exchange on which registered
Common Stock, $0.125 stated value per share
The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]
Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934  during  the  preceding  12 months  (or for such  shorter  period  that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [X] No [ ]
Indicate  by check  mark if disclosure of delinquent filers  pursuant to Item 405 of Regulation S-K is not contained  herein,  and will not be contained, to the best of  registrant’s  knowledge,  in  definitive  proxy  or  information statements  incorporated  by  reference  in Part  III of this  Form  10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Accelerated filer[ ] Non-accelerated filer [  ] Small Reporting Company [  ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No[X]
The aggregate market value (not necessarily a reliable indication of the price at which more than a limited number of shares would trade) of the voting stock held by non-affiliates of the registrant was $1,016,468,000 as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2016).

As of February 22, 2017 there were 41,248,140 outstanding common shares, without par value, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Documents
Part of Form 10-K into which incorporated
Portions of the Registrant’s Definitive
Part III (Items 10 through 14)
Proxy Statement for Annual Meeting of
 
Shareholders to be held May 1, 2017
 






EXPLANATORY NOTE

First Merchants Corporation (the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2016 for the sole purpose of satisfying the requirements of Rule 15d-21 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the First Merchants Corporation Employee Stock Purchase Plan (2009). This Amendment also serves to update the exhibit description and index in connection therewith.

In addition, as required by Rule 12b-15 of the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. This Amendment does not reflect events occurring after the date of the initial Annual Report on Form 10-K or modify or update any disclosures that may have been affected by subsequent events. Other than the changes referred to above, all other information in the initial Annual Report on Form 10-K, as amended, remains unchanged.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a) 3.           Exhibits:
 
Exhibit No:
Description of Exhibits:
 
2.1
2.2
2.3
2.4
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11





(a) 3.           Exhibits (continued):


10.12
10.13
10.14
10.15
10.16
21
Subsidiaries of registrant (2)
23
24
Limited Power of Attorney (2)
31.1
31.2
32
99.1
101.INS
XBRL Instance Document (3)
101.SCH
XBRL Taxonomy Extension Schema Document (3)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (3)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (3)
 
 
 
 
 
 
 
(1) Management contract or compensatory plan
 
(2) Filed herewith.
 
(3) Furnished herewith.








SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of September, 2017.
 
 
FIRST MERCHANTS CORPORATION
 
 
 
 
 
 
 
 
 
By:
/s/ Michael C. Rechin
 
 
Michael C. Rechin,
 
 
President and Chief Executive Officer
 
 
 
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities indicated, on this 29th day of September, 2017.


/s/ Michael C. Rechin
/s/ Mark K. Hardwick
Michael C. Rechin, President and
Mark K. Hardwick, Executive Vice President,
Chief Executive Officer
Chief Financial Officer and Chief Operating Officer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
 
 
/s/ Michael R. Becher*
/s/ Michael C. Rechin
Michael R. Becher, Director
Michael C. Rechin, Director
 
 
/s/ Michael J. Fisher*
/s/ Charles E. Schalliol*
Michael J. Fisher, Director
Charles E. Schalliol, Director
 
 
/s/ F. Howard Halderman*
/s/ Patrick A. Sherman*
F. Howard Halderman, Director
Patrick A. Sherman, Director
 
 
/s/ William L. Hoy*
/s/ Terry L. Walker*
William L. Hoy, Director
Terry L. Walker, Director
 
 
/s/ Gary J. Lehman*
/s/ Jean L. Wojtowicz*
Gary J. Lehman, Director
Jean L. Wojtowicz, Director
 
 
 
 
 
 
*
By Mark K. Hardwick as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors listed above, which Power of Attorney was filed with Securities and Exchange Commission as an exhibit to the initial Annual Report on Form 10-K, filed March 1, 2017.
 
By:
/s/ Mark K. Hardwick
 
 
Mark K. Hardwick
 
 
As Attorney-in-Fact
September 29, 2017
 









INDEX TO EXHIBITS


(a) 3.           Exhibits:
 
Exhibit No:
Description of Exhibits:
 
2.1
2.2
2.3
2.4
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14









INDEX TO EXHIBITS

(a) 3.    Exhibits continued:

Exhibit No:
Description of Exhibits:

10.15
10.16
21
Subsidiaries of registrant (2)
23
24
Limited Power of Attorney (2)
31.1
31.2
32
99.1
101.INS
XBRL Instance Document (3)
101.SCH
XBRL Taxonomy Extension Schema Document (3)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (3)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (3)
 
 
 
 
 
 
 
(1) Management contract or compensatory plan
 
(2) Filed herewith.
 
(3) Furnished herewith.