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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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)
801 WEST MADISON STREET

(Street)
CHICAGO IL 60607

(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)
08/18/2003
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 08/18/2003 A 106(1) A $43 1,932(1) I By Deferred Comp Plan
Common Stock 90,960 D
Common Stock 9,930(2) I By 401(k)
Common Stock 3,438 I By Custodian For Child
Common Stock 18,616 I By IRA
Common Stock 75,150 I By 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) $10.359 02/26/1999(3) 03/16/2006 Common Stock 13,527 13,527 D
Stock Option (Right to Buy) $25.475 12/31/2001(3) 12/31/2006 Common Stock 298 298 D
Stock Option (Right to Buy) $11.138 02/26/1999(3) 03/17/2007 Common Stock 12,525 12,525 D
Stock Option (Right to Buy) $25.475 06/30/2002(3) 06/30/2007 Common Stock 522 522 D
Stock Option (Right to Buy) $25.475 12/31/2002(3) 12/31/2007 Common Stock 597 597 D
Stock Option (Right to Buy) $12.216 02/26/1999(3) 01/01/2008 Common Stock 16,366 16,366 D
Stock Option (Right to Buy) $13.5 11/07/2001(3) 05/24/2009 Common Stock 27,000 27,000 D
Stock Option (Right to Buy) $12 11/07/2001(3) 07/25/2010 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) $25.34 07/31/2005(4) 07/31/2011 Common Stock 17,000 17,000 D
Stock Option (Right to Buy) $31.81 07/18/2006(5) 07/18/2012 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $40.34 07/23/2007(6) 07/23/2013 Common Stock 50,200 50,200 D
Explanation of Responses:
1. Transaction represents the acquisition of units in Issuer's common stock fund pursuant to Issuer's Deferred Compensation Plan. Number of shares shown as acquired on transaction date and as beneficially owned under the plan following the reported transaction represents the approximate equivalent number of shares of the Issuer's common stock.
2. Reflects reporting person's holdings of units in Issuer's common stock fund under Issuer's 401(k) plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of Issuer's common stock.
3. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
4. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/31/05.
5. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/18/06.
6. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/23/07.
Remarks:
By: /s/ Doria L. Koros, Attorney in Fact 08/19/2003
** 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.