Sec Form 4 Filing - SANER JAMES L SR @ MAINSOURCE FINANCIAL GROUP - 2007-02-20

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 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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1. Name and Address of Reporting Person SANER JAMES L SR 2. Issuer Name and Ticker or Trading Symbol MAINSOURCE FINANCIAL GROUP [ MSFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 105 SOUTH MULBERRY 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2007 (Street) BATESVILLE, IN47006 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 13.36 ( 1 ) 05/19/2003 05/18/2013 Common Stock 17,364 ( 1 ) 17,364 ( 1 ) D Stock Option (Right to Buy) $ 21.2 ( 1 ) 02/23/2004 02/22/2014 Common Stock 16,538 ( 1 ) 16,538 ( 1 ) D Stock Option (Right to Buy) $ 20.57 ( 1 ) 02/22/2005 02/21/2015 Common Stock 15,750 ( 1 ) 15,750 ( 1 ) D Stock Option (Right to Buy) $ 18.04 ( 1 ) 12/31/2006( 2 ) 02/21/2016 Common Stock 5,250 ( 1 ) 5,250 ( 1 ) D Stock Option (Right to Buy) $ 17.01 02/20/2007 A 16,555 12/31/2007( 3 ) 02/19/2017 Common Stock 16,555 $ 0 16,555 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SANER JAMES L SR 105 SOUTH MULBERRY BATESVILLE, IN47006 X President & CEO Signatures James L. Saner, Sr. 02/23/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As adjusted for the 5% stock dividend paid on 1/16/07. ( 2 )Option was exercisable in four annual installments beginning on December 31, 2006; and is currently 10% vested. Option will be 30% vested on 12/31/07; 60% vested on 12/31/08; and 100% vested on 12/31/09. ( 3 )Option is exercisable in four annual installments and will be 10% vested beginning December 31, 2007; 30% vested on 12/31/08; 60% vested on 12/31/09; and 100% vested on 12/31/10.

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).

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