FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHOOK CHARLES W 		2. Issuer Name and Ticker or Trading Symbol

LSB FINANCIAL CORP [ LSBI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

101 MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2014
(Street)

LAFAYETTE, IN 47901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/1/2014     D    3567   D   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $28.87   11/1/2014     D         2450      (2) 2/5/2024   Common Stock   2450     (2) 0   D  
 
Stock Option (Right to Buy)   $17.00   11/1/2014     D         300      (3) 3/19/2022   Common Stock   300     (3) 0   D  
 

Explanation of Responses:
( 1)  These issuer shares were disposed of pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for (i) $10.63 in cash per issuer share; and (ii) 2.269 common shares of Old National Bancorp per issuer share. The market value per common share of Old National Bancorp on the effective date of the merger was $14.55.
( 2)  These options, which provided for vesting in five annual installments of 20% each beginning February 6, 2015, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $25,357.50, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.
( 3)  These options, which provided for vesting in five annual installments of 20% each beginning March 19, 2013, were accelerated and canceled pursuant to a merger agreement between the issuer and Old National Bancorp in exchange for a cash payment of $6,666.00, representing the difference between (i) the option exercise price and (ii) the merger consideration of (a) $10.63 plus (b) $12.60 (average closing price for Old National Bancorp shares under the formula) multiplied by the 2.269 merger share exchange ratio, for each issuer share subject to the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHOOK CHARLES W
101 MAIN STREET
LAFAYETTE, IN 47901 		X



Signatures
/s/ Mary Jo David, Attorney-in-Fact for Charles W. Shook 11/3/2014
** 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 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 control number.
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