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^*

ENGLAND JOSEPH W

(Last)

(First)

(Middle)

ONE PIERCE PLACE, SUITE 1500

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ]

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)
05/24/2007

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	05/24/2007		M⁽¹⁾		1,594	A	$20.1334	12,678	I	By Trust
Common Stock	05/24/2007		M⁽²⁾		854	A	$21.7	13,532	I	By Trust
Common Stock	05/24/2007		F⁽¹⁾		873	D	$0	12,659	I	By Trust
Common Stock	05/24/2007		F⁽²⁾		504	D	$0	12,155⁽³⁾	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)
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)
Non-Qualified Stock Option (right to buy)	$20.1334	05/24/2007		M⁽¹⁾			1,594	11/19/1998	11/19/2007	Common Stock	1,594	$0	0	D
Non-Qualified Stock Option (right to buy)	$36.795	05/24/2007		A⁽⁴⁾		873		10/19/2007	11/19/2007	Common Stock	873	$0	873	D
Non-Qualified Stock Option (right to buy)	$21.7	05/24/2007		M⁽²⁾			854	02/18/1999	02/18/2008	Common Stock	854	$0	0	D
Non-Qualified Stock Option (right to buy)	$36.795	05/24/2007		A⁽⁴⁾		504		11/25/2007	02/18/2008	Common Stock	504	$0	504	D

Explanation of Responses:

1. The transaction represents the exercise of 1,594 stock options under the Issuer's Non-Employee Directors' Stock Option Plan, whereby 873 shares of the Issuer's Common Stock beneficially owned by the Reporting Person were tendered as payment of the exercise price with the resulting value realized being issued indirectly to the Reporting Person's trust in the form of 721 shares of the Issuer's Common Stock.

2. The transaction represents the exercise of 854 stock options under the Issuer's Non-Employee Directors' Stock Option Plan, whereby 504 shares of the Issuer's Common Stock beneficially owned by the Reporting Person were tendered as payment of the exercise price with the resulting value realized being issued indirectly to the Reporting Person's trust in the form of 350 shares of the Issuer's Common Stock.

3. Between April 20, 2004 and May 25, 2007 the reporting person acquired 301 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated March 30, 2007.

4. The transaction represents a reload stock option granted under the Issuer's Non-Employee Directors' Stock Option Plan to replace the number of shares tendered in the option exercised on May 24, 2007.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact	05/25/2007
	** 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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