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*
FEIGER MITCHELL

(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) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014
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 08/28/2014 F 1,870 (1) D $28.15 79,373 D
Common Stock 08/29/2014 F 2,252 (1) D $28.29 77,121 D
Common Stock 09/02/2014 S 9,300 D $28.7143 85,281 I Spouse's Revocable Living Trust
Common Stock 16,327 I By 401(k)
Common Stock 4,925 I By Children
Common Stock 513 I By Custodian For Child
Common Stock 7,994 I By Deferred Comp Plan
Common Stock 15,775 I By Ira
Common Stock 12,148 I By Spouse's IRA
Common Stock 28,180 I By Trust
Common Stock 188,939 I Revocable Living Trust
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) $40 07/25/2011 (2) 07/25/2017 Common Stock 34,091 34,091 D
Stock Option (Right to Buy) $32.89 07/25/2011 (2) 07/25/2017 Common Stock 41,714 41,714 D
Stock Option (Right to Buy) $29 06/25/2012 06/25/2018 (2) Common Stock 54,108 54,108 D
Stock Option (Right to Buy) $24.65 06/25/2012 06/25/2018 (2) Common Stock 66,275 66,275 D
Stock Option (Right to Buy) $20.4 08/29/2013 (3) 08/29/2022 Common Stock 23,124 23,124 D
Performance Share Units $0 (4) (4) Common Stock 26,593 26,593 D
Stock Option (Right to Buy) $27.09 08/28/2014 (3) 08/28/2023 Common Stock 18,988 18,988 D
Performance Share Units $0 (4) (4) Common Stock 22,078 22,078 D
Stock Option (Right to Buy) $29.8 02/26/2015 (3) 02/26/2024 (3) Common Stock 19,648 19,648 D
Performance Share Units $0 (4) (4) Common Stock 20,935 20,935 D
Stock Option (Right to Buy) $42.7 07/20/2009 (2) 07/20/2015 Common Stock 39,210 39,210 D
Stock Option (Right to Buy) $35.77 07/26/2010 (2) 07/26/2016 Common Stock 33,522 33,522 D
Stock Option (Right to Buy) $40 07/26/2010 (2) 07/26/2016 Common Stock 24,451 24,451 D
Explanation of Responses:
1. Transaction represents withholding of shares to satisfy tax withholding obligation upon vesting of restricted stock.
2. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 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. The option vests ratably over 4 years (25% per year).
4. Performance based vesting
/s/ Doria L. Koros, Attorney-in-fact for Mr. Feiger 09/02/2014
** 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.
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