MBTF MBT Financial Corporation

[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                                                                                   
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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 * MCKELVEY SCOTT E	2. Issuer Name and Ticker or Trading Symbol MBT FINANCIAL CORP [ MBTF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Executive Vice President
(Last)          (First)          (Middle) 102 E. FRONT ST.	3. Date of Earliest Transaction (MM/DD/YYYY) 9/1/2019
(Street) MONROE, MI 48161 (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	9/1/2019		D		71917	D	(1)	0	D
Common Stock	9/1/2019		D		1364	D	(1)	0	I	Spouse's holdings

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 Only Stock Appreciation Rights	$5.79	9/1/2019		D			2434	(2)	5/28/2025	Common Stock	2434	$0	0	D
Stock Only Stock Appreciation Rights	$8.26	9/1/2019		D			3334	(3)	2/25/2026	Common Stock	3334	$0	0	D

Explanation of Responses:
(1)	Disposed of pursuant to the merger agreement between the issuer and First Merchants Corporation ("First Merchants"), each share of which was converted into 0.2750 shares of First Merchants common stock having a market value of $35.72 per share on the effective date of the merger.
(2)	This SOSAR, which originally vested in 3 equal annual installments beginning on December 31, 2015, was cancelled in the merger in exchange for a cash payment of $9,207.21, based upon the closing price of the acquirer's common stock on August 27, 2019.
(3)	This SOSAR, which originally vested in 3 equal annual installments beginning on December 31, 2016, was cancelled in the merger in exchange for a cash payment of $4,376.71, based upon the closing price of the acquirer's common stock on August 27, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCKELVEY SCOTT E 102 E. FRONT ST. MONROE, MI 48161			Executive Vice President

Signatures
/s/ Scott E. McKelvey		9/4/2019
**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).
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