SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FEIGER MITCHELL
(Last) (First) (Middle)
801 WEST MADISON STREET
(Street)
CHICAGO IL 60607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. 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)
Code V Amount (A) or (D) Price
Common Stock 12/27/2004 A 241(1) A $41.51 5,188 I By Deferred Comp Plan
Common Stock 140,855 D
Common Stock 14,124(2) I By 401(k)
Common Stock 5,301 I By Custodian For Child
Common Stock 27,924 I By IRA
Common stock 112,725 I By Trust
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 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: 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) $37.06 08/24/2008(3) 08/24/2014 Common Stock 38,441 38,441 D
Stock Option (Right to Buy) $6.906 02/26/1999(4) 03/16/2006 Common Stock 20,290 20,290 D
Stock Option (Right to Buy) $16.9833 12/31/2001(4) 12/31/2006 Common Stock 447 447 D
Stock Option (Right to Buy) $7.4253 02/26/1999(4) 03/17/2007 Common Stock 18,787 18,787 D
Stock Option (Right to Buy) $16.9833 06/30/2002(4) 06/30/2007 Common Stock 783 783 D
Stock Option (Right to Buy) $16.9833 12/31/2002(4) 12/31/2007 Common Stock 895 895 D
Stock Option (Right to Buy) $8.144 02/26/1999(4) 01/01/2008 Common Stock 24,549 24,549 D
Stock Option (Right to Buy) $9 11/07/2001(4) 05/24/2009 Common Stock 40,500 40,500 D
Stock Option (Right to Buy) $8 11/07/2001(4) 07/25/2010 Common Stock 37,500 37,500 D
Stock Option (Right to Buy) $16.8933 07/31/2005(5) 07/31/2011 Common Stock 25,500 25,500 D
Stock Option (Right to Buy) $21.2066 07/18/2006(6) 07/18/2012 Common Stock 75,000 75,000 D
Stock Option (Right to Buy) $26.8933 07/23/2007(7) 07/23/2013 Common Stock 75,300 75,300 D
Explanation of Responses:
1. Transaction represents the acquisition of units in Issuer's common stock fund pursuant to Issuer's Deferred Compensation Plan. Number of shares shown as acquired on transaction date and as beneficially owned under the plan following the reported transaction represents the approximate equivalent number of shares of the Issuer's common stock.
2. Reflects reporting person's holdings of units in Issuer's common stock fund under Issuer's 401(k) plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of Issuer's common stock.
3. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 08/24/2008.
4. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
5. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/31/2005.
6. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/18/2006.
7. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/23/2007.
/s/ Doria L. Koros, Attorney in Fact 12/29/2004
** 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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