SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
RIESER RICHARD M JR

(Last) (First) (Middle)
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD

(Street)
ROSEMONT IL 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)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
EVP, Chief Marketing and Legal Strategist
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/14/2007
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2006(1) J 2,684(2) D $0 0 I Stock Bonus Plan
Common Stock 448,261 D
Common Stock 2,247 I Irrevocable Living Trust for Son
Common Stock 50,716 I Owned by Spouse
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $32.6 08/25/2006(3) 01/27/2014 Common Stock 15,504 15,504 D
Stock Option (Right to Buy) $28.46 08/25/2006(4) 01/31/2012 Common Stock 17,054 17,054 D
Stock Option (Right to Buy) $26.88 08/25/2006(5) 01/24/2013 Common Stock 20,672 20,672 D
Explanation of Responses:
1. The purpose of this amendment is to remove the "4" which appeared beside the "J" in the transaction code column of Table I in the original filing, and to remove the "X" from the "Form 4 Transactions Reported" box. The Form 5 was a voluntary filing, as the transaction reported is exempt from the reporting requirements.
2. Reflects the liquidation of all shares of the Issuer's common stock held by the First Oak Brook Stock Bonus Plan, a tax-qualified profit sharing plan, in order to facilitate the merger of such plan into the Issuer's tax-qualified plan.
3. Received in the Merger in exchange for an option to purchase 15,000 shares of FOBB common stock at an exercise price of $33.70 per share.
4. Received in the Merger in exchange for an option to purchase 16,500 shares of FOBB common stock at an exercise price of $29.42 per share.
5. Received in the Merger in exchange for an option to purchase 20,000 shares of FOBB common stock at an exercise price of $27.78 per share. The option vested in full upon completion of the Merger.
/s/ Doria L. Koros, attorney-in-fact for Mr. Rieser 03/23/2007
** 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.