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*
Heckler Mark Alexander

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
Exec. Officer of Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2011
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 05/27/2011 A 12 (1) A $19.52 8,610 D
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) $20.21 04/18/2006 (2) 04/18/2012 Common Stock 7,499 7,499 D
Stock Option (Right to Buy) $21.21 07/18/2006 (2) 07/18/2012 Common Stock 4,650 4,650 D
Stock Option (Right to Buy) $26.89 07/23/2007 (2) 07/23/2013 Common Stock 7,050 7,050 D
Stock Option (Right to Buy) $36.05 07/28/2008 (2) 07/28/2014 Common Stock 3,700 3,700 D
Stock Option (Right to Buy) $42.7 07/20/2009 (2) 07/20/2015 Common Stock 3,962 3,962 D
Stock Option (Right to Buy) $35.77 07/26/2010 (2) 07/26/2016 Common Stock 5,301 5,301 D
Stock Option (Right to Buy) $32.89 07/25/2011 (3) 07/25/2017 Common Stock 7,571 7,571 D
Stock Option (Right to Buy) $24.65 06/25/2012 (4) 06/25/2018 Common Stock 13,804 13,804 D
Stock Option (Right to Buy) $12.09 07/22/2013 (5) 07/22/2019 Common Stock 3,825 3,825 D
Stock Option (Right to Buy) $17.2 07/28/2014 (6) 09/28/2020 Common Stock 4,100 4,100 D
Explanation of Responses:
1. This transaction represents the salary adjustment paid in fully vested shares of MBFI common stock to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. As a condition of receiving the salary adjustment, the reporting person entered into an agreement with the Company providing that the reporting person may not sell or otherwise transfer the shares of salary stock for two years, except in the event of disability or death.
2. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.
3. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 07/25/2011.
4. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. The option becomes vested on 06/25/2012.
5. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 07/22/2013.
6. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 07/28/2014.
Remarks:
Exhibit List: Exhibit 24 Power of Attorney
/s/ Doria L. Koros, attorney-in-fact for Mr. Heckler 05/31/2011
** 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.
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