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*
VIANO JANET M
(Last) (First) (Middle)
ONE PIERCE PLACE, SUITE 1500
(Street)
ITASCA IL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Group President Retail
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2008
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 04/01/2008 M(1) 5,617 A $18.875 9,850 I By NQ Stock Option Gain Deferral Plan
Common Stock 04/01/2008 F(1) 3,696 D $28.69 6,154(2) I By NQ Stock Option Gain Deferral Plan
Common Stock 6,183(3) D
Common Stock 14,096(4)(5) I By Profit Sharing Plan 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
Non-Qualified Stock Option (right to buy) $18.875 04/01/2008 M(1) 5,617 (6) 05/17/2010 Common Stock 5,617 $0 1,841 D
Non-Qualified Stock Option (right to buy) $28.69 04/01/2008 A(7) 3,696 10/01/2008 05/17/2010 Common Stock 3,696 $0 3,696 D
Explanation of Responses:
1. Represents the exercise of stock options for the purchase of 5,617 shares of the Company's common stock issued under the Company's Omnibus Stock & Incentive Plan, with the reporting person tendering as payment of the exercise price and tax liability 3,696 shares of previously owned common stock.
2. Between August 21, 2007 and April 3, 2008 the reporting person acquired 86 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated January 22, 2008.
3. Between August 21, 2007 and April 3, 2008 the reporting person acquired 74 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 January 15, 2008.
4. Between August 21, 2007 and April 3, 2008 the reporting person acquired 302 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated January 18, 2008.
5. Between August 21, 2007 and April 3, 2008 the reporting person acquired 178 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated March 20, 2008.
6. The stock option vests in two equal annual installments beginning on May 17, 2002.
7. Represents a reload stock option granted under the Company's Omnibus Stock & Incentive Plan to replace the number of shares tendered as payment of the option exercise price or tax liability on April 1, 2008.
Remarks:
By: Andrea L. Stangl, Attorney-in-fact 04/03/2008
** 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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