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*
(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. Date of Earliest Transaction
(Month/Day/Year) 08/18/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 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 | 08/18/2014 | A | 57,752 | A | (1) | 57,752 | I | See Footnote(2) | ||
Common Stock | 08/18/2014 | A | 234,045 | A | (3) | 234,045 | D | |||
Common Stock | 08/18/2014 | A | 253,346 | A | (4) | 253,346 | I | See Footnote(5) | ||
Common Stock | 08/18/2014 | A | 120,917 | A | (6) | 120,917 | I | See Footnote(7) | ||
Common Stock | 08/18/2014 | A | 172,126 | A | (8) | 172,126 | I | See Footnote(9) | ||
Common Stock | 08/18/2014 | A | 28,162 | A | (10) | 28,162 | I | See Footnote(11) | ||
Common Stock | 08/18/2014 | A | 17,233 | A | (12) | 17,233 | I | See Footnote(13) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Received, along with approximately $366,351 in cash, in exchange for 89,792 shares of the common stock of Taylor Capital Group, Inc. ("Taylor Capital") in connection with the merger of Taylor Capital with and into MB Financial, Inc. ("MB Financial"). On the last trading day before the effective time of the merger, the closing price of Taylor Capital's common stock was $21.05 and the closing price of MB Financial's common stock was $26.49. |
2. By James Kastenholz (the spouse of the Reporting Person). The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
3. Received, along with approximately $1,484,663 in cash, in exchange for 363,888 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
4. Received, along with approximately $1,607,100 in cash, in exchange for 393,897 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
5. By PCB Limited Partnership of which the Reporting Person is one of three general partners. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
6. Received, along with approximately $767,040 in cash, in exchange for 188,000 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
7. By Trilogy Investment Group, LLC, of which the Reporting Person is one of three managing members. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
8. Received, along with approximately $1,091,881 in cash, in exchange for 267,618 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
9. By the Steans 1996 Family Trust, over which the Reporting Person is one of three co-trustees. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
10. Received, along with approximately $178,647 in cash, in exchange for 43,786 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
11. By James Kastenholz (the spouse of the Reporting Person) as trustee of the Jennifer Steans 1999 Descendants Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
12. Received, along with approximately $109,320 in cash, in exchange for 26,794 shares of Taylor Capital common stock in connection with the merger of Taylor Capital with and into MB Financial. |
13. By the Reporting Person as custodian for Nicholas J. Kastenholz, the minor child of the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or any other purpose. |
/s/ Doria L. Koros, attorney-in-fact for Jennifer W. Steans | 08/20/2014 | |
** 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. |