Edgar Filing: GUENTHNER KEVIN

Ownership Submission

FORM 4

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

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 Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GUENTHNER KEVIN

2. Issuer Name and Ticker or Trading Symbol
FIRST INTERSTATE BANCSYSTEM INC [FIBK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & Chief Infor. Officer

(Last)

(First)

(Middle)

PO BOX 30918

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2013

(Street)

BILLINGS, MT 59116-0918

4. If Amendment, Date Original Filed(Month/Day/Year)
05/28/2013

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								8,760	I	By 401(k) Plan
Class A Common Stock	05/24/2013		M		4,383	A	$ 14.26 ⁽¹⁾	18,690	D
Class A Common Stock	05/24/2013		F		3,470 ⁽²⁾	D	$ 0	15,220	D
Class A Common Stock	05/24/2013		C		3,157	A	$ 0	18,377	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 17

05/24/2013

12,000

01/26/2006

01/26/2016

Class B Common Stock

12,000

$ 17

Stock Options

$ 15.25

05/24/2013

4,620

05/15/2010

05/15/2019

Class B Common Stock

4,620

$ 15.25

Stock Options

$ 15

05/24/2013

4,908

02/12/2011

02/12/2020

Class B Common Stock

4,908

$ 15

Stock Options

$ 14.2

05/24/2013

2,894

02/14/2012

02/14/2021

Class A Common stock

2,894

$ 14.2

1,449

Stock Options

$ 14.37

05/24/2013

1,489

02/17/2013

02/17/2022

Class A Common Stock

1,489

$ 14.37

2,977

Class B Common Stock ⁽³⁾

$ 0

05/24/2013

21,528

03/05/2010⁽³⁾

12/31/2029⁽³⁾

Class A Common Stock

21,528

$ 16.17 ⁽⁴⁾

23,882

Class B Common Stock ⁽³⁾

$ 0

05/24/2013

18,371 ⁽⁵⁾

03/05/2010⁽³⁾

12/31/2029⁽³⁾

Class A Common Stock

18,371

$ 0

5,511

Class B Common Stock ⁽³⁾

$ 0

05/24/2013

3,157

03/05/2010⁽³⁾

12/31/2029⁽³⁾

Class A Common Stock

3,157

$ 0

2,354

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GUENTHNER KEVIN PO BOX 30918 BILLINGS, MT 59116-0918			SVP & Chief Infor. Officer

Signatures

/s/ TERRILL R. MOORE, Attorney-in-Fact for Reporting Person		05/29/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 of Table I is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.20 to $14.37. Reporting Person undertakes to provide to First Interstate BancSystem, Inc., any security holder of First Interstate BancSystem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares purchased at each separate price within the range set forth in this Form 4.
(2)	Includes 3,014 shares for payment of option exercise price and 456 shares for payment of taxes, valued at $20.73 per share.
(3)	On March 5, 2010, the Company recapitalized its existing common stock. The recapitalization included, among other things, a redesignation of existing common stock as Class B common stock, a four-for-one split of Class B common stock, and the creation of a new class of common stock designated as Class A common stock, which is listed on the NASDAQ stock market under the symbol "FIBK". The Class B common stock is convertible at any time into Class A common stock on a share for share basis at the descretion of the holder. The conversion feature of the Class B common stock does not expire.
(4)	The price reported in Column 8 of Table II is a weighted average price. These shares of Class B stock were purchased in multiple transactions at prices ranging from $15.00 to $17.00, and immediately converted to Class A common stock. Reporting Person undertakes to provide to First Interstate BancSystem, Inc., any security holder of First Interstate BancSystem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares purchased at each separate price within the range set forth in this Form 4.
(5)	Includes 16,791 shares for payment of option exercise price and 1,580 shares for payment of taxes, valued at $20.73 per share.

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