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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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) | ||||||||||||||
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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. |