SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BOUMAN ROSE MARIE

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 NORTH RIVER ROAD

(Street)

ROSEMONT

60018

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Exec Officer of Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2006

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)
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)
Common Stock	08/25/2006		A		69,629	A	$0⁽¹⁾	69,629	D
Common Stock	08/25/2006		A		757	A	$0⁽²⁾	757	I	Stock Bonus Plan
Common Stock	08/25/2006		A		77	A	$0⁽³⁾	77	I	Custodian for Child

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	08/25/2006		A		1,896		⁽⁴⁾	⁽⁴⁾	Common Stock	1,896	$0	1,896	D
Restricted Stock Units	$0	08/25/2006		A		2,118		⁽⁵⁾	⁽⁵⁾	Common Stock	2,118	$0	2,118	D
Stock Option (Right to Buy)	$32.6	08/25/2006		A		7,752		08/25/2006⁽⁶⁾	01/27/2014	Common Stock	7,752	$0	7,752	D
Stock Option (Right to Buy)	$26.88	08/25/2006		A		4,134		08/25/2006⁽⁷⁾	01/24/2013	Common Stock	4,134	$0	4,134	D
Stock Option (Right to Buy)	$28.46	08/25/2006		A		3,618		08/25/2006⁽⁸⁾	01/31/2012	Common Stock	3,618	$0	3,618	D

Explanation of Responses:

1. Received in exchange for 67, 367 shares of the common stock of First Oak Brook Bancshares, Inc. ("FOBB") in connection with the merger (the "Merger") of FOBB with MB Financial, Inc. ("MBFI"). On August 25, 2006, the effective date of the merger, the closing price of MBFI common stock was $36.03 and the closing price of FOBB common stock was $37.30.

2. Represents the reporting person's proportionate interest in shares of MBFI common stock held by the FOBB Stock Bonus Plan. Such shares, along with the cash merger consideration paid to the plan, were received by the plan in connection with the Merger.

3. Received in exchange for 75 shares of FOBB common stock in connection with the Merger.

4. Received in the Merger in exchange for restricted stock units ("RSUs") for 1,834 shares of FOBB common stock.

5. Received in the Merger in exchange for RSUs for 2,049 shares of FOBB common stock.

6. Received in the Merger in exchange for an option to purchase 7,500 shares of FOBB common stock at an exercise price of $33.70 per share.

7. Received in the Merger in exchange for an option to purchase 4,000 shares of FOBB common stock at an exchange price of $27.78 per share.

8. Received in the Merger in exchange for an option to purchase 3,500 shares of FOBB common stock at an exercise price of $29.42 per share.

	/s/ Doria L. Koros, attorney-in-fact for Ms. Bouman	08/29/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.