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, 2017


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)


Indiana35-1544218(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.)


200 East JacksonMuncie, Indiana47305-2814(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 ClassName of each exchange on which registeredCommon Stock, $0.125 stated value per shareThe 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 [X] No [  ]


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. [  ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer [X]         Accelerated filer [ ]             Non-accelerated filer [ ] (Do not check if smaller reporting company)


Smaller reporting company [ ]         Emerging growth company [ ]





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised


financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]


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 $1,732,182,000 as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2017).





As of February 22, 2018 there were 49,540,866 outstanding common shares, without par value, of the registrant.





DOCUMENTS INCORPORATED BY REFERENCE


DocumentsPart of Form 10-K into which incorporatedPortions of the Registrant’s DefinitivePart III (Items 10 through 14)Proxy Statement for Annual Meeting ofShareholders to be held May 10, 2018








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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, 2017 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 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:





2.1Agreement and Plan of Reorganization and Merger among First Merchants Corporation, First Merchants Bank and The Arlington Bank, dated as of January 25, 2017 (Incorporated by reference to registrant's Form 8-K filed on January 25, 2017) (SEC No. 000-17071)2.2Agreement and Plan of Reorganization and Merger among First Merchants Corporation and Independent Alliance Banks, Inc., dated as of February 17, 2017 (Incorporated by reference to registrant's Form 8-K filed on February 17, 2017) (SEC No. 000-17071)3.1First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to registrant’s Form 8-K filed on May 2, 2017) (SEC No. 000-17071)3.2Bylaws of First Merchants Corporation dated August 11, 2016 (Incorporated by reference to registrant’s Form 10-K filed on March 1, 2017) (SEC No. 000-17071)3.3First Merchants Corporation Articles of Amendment of the Articles of Incorporation for the Series B Preferred Stock (Incorporated by reference to registrant’s Form 8-K filed on September 23, 2011) (SEC No. 000-17071)4.1First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)4.2Indenture dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)4.3Guarantee Agreement dated as of July 2, 2007 (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)4.4Form of Capital Securities Certification of First Merchants Capital Trust II (Incorporated by reference to registrant's Form 8-K filed on July 3, 2007) (SEC No. 000-17071)4.5First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Post-Effective Amendment No. 1 to Form S-3 filed on August 21, 2009) (SEC 033-45393)4.6Upon 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.4.7Description of Assumed Junior Subordinated Debt Securities of Independent Alliance Banks, Inc. and Agreement to Furnish Copies of Related Instruments and Documents (Incorporated by reference to registrant's Form 10-Q filed on November 9, 2017) (SEC No. 000-17071) (1)10.1First Merchants Corporation Senior Management Incentive Compensation Program, dated February 7, 2018 (Incorporated by reference to registrant's Form 10-K filed on March 1, 2018) (1)10.2Resolution of the Board of Directors of First Merchants Corporation on director compensation dated October 1, 2017 (Incorporated by reference to the registrant's Form 10-K filed on March 1, 2018) (1)10.3First Merchants Corporation Equity Compensation Plan for Non-Employee Directors, effective January 1, 2018 (Incorporated by reference to the registrant's Form 8-K filed on December 15, 2017) (1)10.4First Merchants Corporation 2009 Long-Term Equity Incentive Plan, effective as amended January 1, 2015 (Incorporated by reference to registrant's Form 10-K filed on February 27, 2015) (1)10.5First Merchants Corporation Change of Control Agreement, as amended, with Michael C. Rechin dated June 1, 2011 (Incorporated by reference to registrant’s Form 10-Q filed on August 9, 2011) (SEC No. 000-17071) (1)10.6First Merchants Corporation Change of Control Agreement, as amended, with Mark K. Hardwick dated June 1, 2011 (Incorporated by reference to registrant’s Form 10-Q filed on August 9, 2011) (SEC No. 000-17071) (1)10.7First Merchants Corporation Change of Control Agreement, as amended, with Michael J. Stewart dated June 1, 2011 (Incorporated by reference to registrant’s Form 10-Q filed on August 9, 2011) (SEC No. 000-17071) (1)10.8First Merchants Corporation Change of Control Agreement, as amended, with John J. Martin dated June 1, 2011 (Incorporated by reference to registrant’s Form 10-Q filed on August 9, 2011) (SEC No. 000-17071) (1)10.9First Merchants Corporation Change of Control Agreement, as amended, with Jeffery B. Lorentson dated June 1, 2011 (Incorporated by reference to registrant’s Form 10-Q filed on August 9, 2011) (SEC No. 000-17071) (1)10.10First Merchants Corporation Change of Control Agreement, effective February 11, 2014, with Stephan H. Fluhler (Incorporated by reference to registrant's Form 8-K filed on May 12, 2014) (SEC No. 000-17071) (1)10.11First Merchants Corporation Supplemental Executive Retirement Plan and amendments thereto (Incorporated by reference to registrant's Form 10-K for year ended December 31, 1997) (SEC No. 000-17071) (1)10.12First Merchants Corporation Defined Contribution Supplemental Retirement Plan dated January 1, 2006 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (SEC No. 000-17071) (1)








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(a) 3.           Exhibits (continued):








10.13First Merchants Corporation Participation Agreement of Michael C. Rechin dated January 26, 2007 (Incorporated by reference to registrant's Form 8-K filed on February 6, 2007) (SEC No. 000-17071) (1)10.14First Merchants Corporation 2009 Employee Stock Purchase Plan effective July 1, 2009 (Incorporated by reference to registrant's Form 8-K filed on May 11, 2009) (SEC No. 000-17071) (1)10.152011 Executive Deferred Compensation Plan, effective January 1,  2011 (Incorporated by reference to registrant’s Form 8-K filed on November 3, 2011) (SEC No. 000-17071) (1)21Subsidiaries of registrant (2)23Consent of Independent Registered Public Accounting Firm (2)24Limited Power of Attorney (2)31.1Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)31.2Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002 (2)32Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)99.1Financial statements and independent registered public accounting firm’s report for First Merchants Corporation 2009 Employee Stock Purchase Plan (2004) (2)101.INSXBRL Instance Document (3)101.SCHXBRL Taxonomy Extension Schema Document (3)101.CALXBRL Taxonomy Extension Calculation Linkbase Document (3)101.DEFXBRL Taxonomy Extension Definition Linkbase Document (3)101.LABXBRL Taxonomy Extension Label Linkbase Document (3)101.PREXBRL Taxonomy Extension Presentation Linkbase Document (3)(1) Management contract or compensatory plan(2) Filed herewith.(3) Furnished herewith.














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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 28th day of September, 2018.





FIRST MERCHANTS CORPORATIONBy:/s/ Michael C. RechinMichael 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 28th day of September, 2018.








/s/ Michael C. Rechin/s/ Mark K. HardwickMichael C. Rechin, President andMark K. Hardwick, Executive Vice President,Chief Executive OfficerChief Financial Officer and Chief Operating Officer(Principal Executive Officer)(Principal Financial and Accounting Officer)/s/ Michael R. Becher*/s/ Michael C. RechinMichael R. Becher, DirectorMichael C. Rechin, Director/s/ Michael J. Fisher*/s/ Charles E. Schalliol*Michael J. Fisher, DirectorCharles E. Schalliol, Director/s/ F. Howard Halderman*/s/ Patrick A. Sherman*F. Howard Halderman, DirectorPatrick A. Sherman, Director/s/ William L. Hoy*/s/ Terry L. Walker*William L. Hoy, DirectorTerry L. Walker, Director/s/ Gary J. Lehman*/s/ Jean L. Wojtowicz*Gary J. Lehman, DirectorJean L. Wojtowicz, Director/s/ Michael C. Marhenke*Michael C. Marhenke, 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 September 28, 2018.


By:/s/ Mark K. HardwickMark K. HardwickAs Attorney-in-FactSeptember 28, 2018