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^*

Sharkey Michael

(Last)

(First)

(Middle)

9550 W. 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)
	Executive Vice 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		109,310	D	⁽¹⁾	0⁽²⁾	D
Common Stock	08/18/2014		D		57,825	D	⁽³⁾	0	I	By Revocable Trust⁽⁴⁾
Common Stock	08/18/2014		D		57,824	D	⁽⁵⁾	0	I	By Revocable Trust⁽⁶⁾

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)

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. Of the 109,310 shares, 22,603 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 86,707 shares were disposed of in exchange for 55,768 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $353,765 of cash.

2. Represents a grant of restricted stock of which 34% vested on November 2, 2012, an additional 33% vested on November 2, 2013 and the final 33% vests on November 2, 2014.

3. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 37,191 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $235,926 of cash.

4. Represents shares held by the Michael D. Sharkey Revocable Trust under agreement dated February 8, 2004.

5. Disposed of pursuant to merger agreement between issuer and MB Financial, Inc. in exchange for 37,191 shares of MB Financial common stock having a market value of $26.80 per share at the effective time of the merger and approximately $235,922 of cash.

6. Represents shares held by the Susan D. Sharkey Revocable Trust under agreement dated February 8, 2004.

Remarks:

	/s/ Michael D. Sharkey	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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