SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kullander David D

(Last)

(First)

(Middle)

ONE PIERCE PLACE, SUITE 1500

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2009

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Bank Operations Director

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,378	D
Common Stock	31,202	I	By Profit Sharing Plan Trust
Common Stock	100	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽¹⁾	12/16/2005	02/16/2010	Common Stock	553	$35.67	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	11/07/2004	02/21/2011	Common Stock	1,217	$33.725	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/20/2012	Common Stock	745	$28.695	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	09/14/2006	02/20/2012	Common Stock	585	$36.6	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	12/16/2005	02/19/2013	Common Stock	1,405	$35.67	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	09/14/2006	02/19/2013	Common Stock	1,368	$36.6	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/24/2014	Common Stock	3,439	$32.715	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/23/2015	Common Stock	4,355	$33.61	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/22/2016	Common Stock	4,506	$33.92	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽³⁾	02/21/2017	Common Stock	4,101	$38.62	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	02/20/2018	Common Stock	11,755	$28.095	D
Phantom Stock under NQ Retirement Plan	⁽⁵⁾	⁽⁵⁾	Common Stock	739	⁽⁵⁾	D

Explanation of Responses:

1. Granted under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.

2. Represents fully vested stock options.

3. The stock option vests in two equal annual installments specifically on February 21, 2009 and February 21, 2010, respectively.

4. The stock option vests in two equal annual installments specifically on February 20, 2010 and February 20, 2011, respectively.

5. Shares of phantom stock acquired under the Nonqualified Retirement Plan have a 1-for-1 conversion ratio and are payable in cash upon distribution to the Participant in accordance with the terms of the Plan.

Remarks:

	By: /s/ David D. Kullander	05/20/2009
	** 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 5 (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.