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*
MAY KAREN J

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
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 03/01/2016 M 512 A $20.96 1,509 D
Common Stock 03/01/2016 M 683 A $19.24 2,192 D
Common Stock 03/01/2016 M 905 A $14.72 3,097 D
Common Stock 03/01/2016 M 811 A $17.1 3,908 D
Common Stock 03/01/2016 S 2,911 D $31.88 997 D
Common Stock 26,234 I By Deferred Comp Plan
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) $20.96 03/01/2016 M 512 03/31/2011 (1) 03/31/2016 Common Stock 512 $0 0 D
Stock Option (Right to Buy) $19.24 03/01/2016 M 683 06/30/2011 (1) 06/30/2016 Common Stock 683 $0 0 D
Stock Option (Right to Buy) $14.72 03/01/2016 M 905 09/30/2011 (1) 09/30/2016 Common Stock 905 $0 0 D
Stock Option (Right to Buy) $17.1 03/01/2016 M 811 12/30/2011 (1) 12/30/2016 Common Stock 811 $0 0 D
Stock Option (Right to Buy) $20.99 03/30/2012 (1) 03/30/2017 Common Stock 797 797 D
Stock Option (Right to Buy) $21.54 06/29/2012 (1) 06/29/2017 Common Stock 1,136 1,136 D
Stock Option (Right to Buy) $19.75 09/28/2012 (1) 09/28/2017 Common Stock 1,750 1,750 D
Stock Option (Right to Buy) $19.75 12/31/2012 (1) 12/31/2017 Common Stock 1,241 1,241 D
Stock Option (Right to Buy) $28.21 09/30/2013 (1) 09/30/2018 Common Stock 2,073 2,073 D
Stock Option (Right to Buy) $32.06 12/31/2013 (1) 12/31/2018 Common Stock 1,326 1,326 D
Stock Option (Right to Buy) $24.17 03/29/2013 (1) 03/29/2018 Common Stock 1,102 1,102 D
Stock Option (Right to Buy) $26.8 06/28/2013 (1) 06/28/2018 Common Stock 965 965 D
Stock Option (Right to Buy) $30.96 03/31/2014 (1) 03/31/2019 Common Stock 1,256 1,256 D
Stock Option (Right to Buy) $27.05 06/30/2014 (1) 06/30/2019 Common Stock 2,031 2,031 D
Stock Option (Right to Buy) $27.68 09/30/2014 (1) 09/30/2019 Common Stock 1,528 1,528 D
Stock Option (Right to Buy) $32.86 12/31/2014 (1) 12/31/2019 Common Stock 1,007 1,007 D
Stock Option (Right to Buy) $31.31 03/31/2015 (1) 03/31/2020 Common Stock 910 910 D
Stock Option (Right to Buy) $34.44 06/30/2015 (1) 06/30/2020 Common Stock 1,263 1,263 D
Stock Option (Right to Buy) $32.64 09/30/2015 (1) 09/30/2020 Common Stock 1,234 1,234 D
Stock Option (Right to Buy) $32.37 12/31/2015 (1) 12/31/2020 Common Stock 1,372 1,372 D
Explanation of Responses:
1. Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.
/s/ Doria L. Koros, attorney-in-fact for Ms. May 03/03/2016
** 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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