UNITED STATES SECURITIES AND EXCHANGE COMMISSION ----------------------
FORM 4 Washington, D.C. 20549 | OMB APPROVAL |
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| OMB Number: |
{} Check this box if STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES | 3235-0287 |
no longer subject to | Expires: |
Section 16. Form 4 or | November 30, 2011 |
Form 5 obligations may | Estimated average |
continue. See Instruction | burden hours per |
1(b). | response 0.5 |
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section -----------------------
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
(Print or Type Responses) Investment Company Act of 1940
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|1. Name and Address of | 2. Issuer Name and Ticker or Trading Symbol | 5. Relationship of Reporting Person(s) |
| Reporting Person* | | to Issuer (Check all applicable) |
|Hayek Matthew J |MidWestOne Financial Group, Inc. MOFG | __X__ Director _____ 10% Owner |
| | | _____ Officer _____ Other |
|--------------------------|---------------------------------------------------|
|(Last) (First) (Middle)|3. Date of Earliest Transaction (Month/Day/Year) | (give title below) (specify below)|
| | 05-15-2024 | |
|102 S. CLINTON STREET,P.O.|---------------------------------------------------| |
| BOX 1700 | | |
| (Street) |4.If Amendment, Date Original Filed(Month/Day/Year)|-------------------------------------------------|
| | | 6. Individual or Joint/Group Filing |
|IOWA CITY - IA - 52244-17| | (Check Applicable Line) |
| 00 | | _X_ Form filed by One Reporting Person |
| | | ___ Form filed by More than One |
| (City) (State) (Zip) | | Reporting Person |
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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| 1. | 2. | 2a. | 3. | 4. | 5. | 6. | 7. |
| Title of | Trans- | Deemed | Transaction | Securities Acquired | Amount of Sec | Ownership | Nature of |
| Security | action | Execut. | Code | (A) or Disposed of (D) | Beneficially | Form: | Indirect |
| (Instr. 3) | Date | Date | (Instr. 8) | (Instr. 3, 4 and 5) |Owned Following| Direct | Beneficial |
| |----------|----------|---------|----|----------|-----|--------| Transaction(s)| (D) or | Ownership |
| | (Month/ | (Month/ | | | | (A) | | | Indirect | (Instr. 4) |
| | Day/ | Day/ | | | | or | | (Instr. 3 and | (I) | |
| | Year) | Year) | Code | V | Amount | (D) | Price | 4) | Instr. 4) | |
---------------------------------------------------------------------------------|-----------------------------------------------
|Common Stock |05-15-2024| |A | |1,328 |A |$0 |9,164.559 |D | |
| | | |#1 | | | | |#2 | | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|1. |2. | 3. | 3a. |4. | 5. | 6. | 7. |8. |9. |10. |11. |
|Title of|Conver- | Trans- | Deemed |Trans- | Number of | Date | Title and |Price |Number |Owner- |Nature of|
|Deriv- |sion or | action | Execu. |action | Deriv- | Exercisable | Amount of |of |of |ship |Indirect |
|ative |Exercise| Date | Date |Code | ative | and Expira- | Underlying |Deriv- |Deriv- |Form |Benefici.|
|Security|Price of| (Month/ | (Month/ |(Instr.| Securities | tion Date | Securities |ative |ative |of |Ownership|
|(Instr. |Deriv- | Day/ | Day/ |8) | Acquired | (Month/Day/ | (Instr. 3 |Secur- |Secur- |Deriv- |(Instr. 4|
| 3) |ative | Year) | Year) | | (A) or | Year) | and 4) |ity |ities |ative | |
| |Security| | | | Disposed of |----------------|--------------|(Instr.|Bene- |Secur- | |
| | | | |-------| (D) (Instr. | | | | | 5) |ficially|ity | |
| | | | | | | 3, 4 and 5) | | | |Amount | |Owned |Direct | |
| | | | | | |--------------| | | |or | |folowing|(D) or | |
| | | | | | | | |Date |Expira- | |Number | |reported|Indirect| |
| | | | | | | | |Exer- |tion | |of | |tran.(s)|(I) | |
| | | | |Code| V| (A) | (D) |cisable|Date |Title |Shares | |(Inst.4)|Instr. 4| |
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+----------------------------------------------------------------------------------+
| | Relationships |
| Reporting Owner Name / Address +----------+----------+----------+-------- -+
| | Director |10% Owner | Officer | Other |
+--------------------------------------+----------+----------+----------+----------+
|Hayek Matthew J | X | . | | |
|102 S. CLINTON STREET | | | | |
|P.O. BOX 1700 | | | | |
|IOWA CITY IA 52244-1700 | | | | |
|--------------------------------------+----------+----------+----------+----------|
Explanation of Responses:
1 Represents restricted stock units acquired pursuant to a grant of time-based restri
cted stock units which vest on May 15, 2025.
2 Includes 67.038 Dividend Equivalents credited to unvested time-based RSUs in lieu o
f a cash dividend payment since the reporting person's last required Form filing, les
s 0.903 fractional Dividend Equivalent paid out in cash upon vesting on May 15, 2024.
Each whole Dividend Equivalent is the economic equivalent of one share of MidWestOne
Financial Group, Inc. common stock. Also includes 203.055 shares acquired through di
vidend reinvestment since the reporting person's last required Form filing.
Remarks:
Signatures
Kenneth R. Urmie, Corporate Secretary, for Matthew J. Hayek / 05-16-2024
under Power of Attorney dated April 27, 2023
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** Signature of Reporting Person Date
* If the form is filed by more than one reporting person, seeInstruction 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.
Potential persons who are to 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 Matthew J. Hayek 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.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 27th day of April, 2023. /s/ Matthew J. Hayek Print Name:
Matthew J. Hayek
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