SEC FORM 4

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^*

Hoppe Mark A

(Last)

(First)

(Middle)

C\O TAYLOR CAPITAL GROUP, INC.

9550 WEST HIGGINS ROAD

(Street)

ROSEMONT

60018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAYLOR CAPITAL GROUP INC [ TAYC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/18/2014		D		161,875	D	⁽¹⁾	0	D
Common Stock	08/18/2014		D		68,298	D	⁽²⁾	0	I	IRA
Common Stock	08/18/2014		D		141,449	D	⁽³⁾	0	I	With Spouse⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Option to Buy)	$19.99	08/18/2014		D			50,000	⁽⁵⁾	02/04/2016	Common Stock	50,000	$1.33	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. Of the 161,875 shares, 29,168 represent unvested restricted stock awards which, in accordance with the merger agreement, were canceled at the effective time of the merger and converted into the right to receive a cash payment from MB Financial at the time of vesting under the vesting schedule of such awards. The remaining 132,707 shares were disposed in exchange for 85,354 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $541,445 of cash.

2. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 43,927 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $278,656 of cash.

3. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 90,977 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $577,112 of cash.

4. Shares held jointly by Mr. Hoppe and spouse.

5. This option, which provided for vesting in four equal annual installments beginning February 4, 2009, was canceled in the merger in exchange for a cash payment of $66,500, representing the difference between the exercise price and the merger consideration which would have otherwise been received for each share of stock underlying the option, calculated using the average closing price of MB Financial's common stock for the 10 trading days preceeding the closing of the merger.

Remarks:

	/s/ Mark A. Hoppe	08/19/2014
	** 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).
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