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^*

FEIGER MITCHELL

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 NORTH RIVER ROAD

(Street)

ROSEMONT

60018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2012

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	01/06/2012		A		618⁽¹⁾	A	$17.6	341,822	D
Common Stock								16,282	I	By 401(k)
Common Stock								4,925	I	By Children
Common Stock								513	I	By Custodian For Child
Common Stock								7,905	I	By Deferred Comp Plan
Common Stock								15,775	I	By Ira
Common Stock								12,148	I	By Spouse's IRA
Common Stock								28,180	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)
Stock Option (Right to Buy)	$40							07/25/2011⁽²⁾	07/25/2017	Common Stock	34,091		34,091	D
Stock Option (Right to Buy)	$32.89							07/25/2011⁽²⁾	07/25/2017	Common Stock	41,714		41,714	D
Stock Option (Right to Buy)	$29							06/25/2012⁽³⁾	06/25/2018	Common Stock	54,108		54,108	D
Stock Option (Right to Buy)	$24.65							06/25/2012⁽³⁾	06/25/2018	Common Stock	66,275		66,275	D
Stock Option (Right to Buy)	$21.2066							07/18/2006⁽²⁾	07/18/2012	Common Stock	75,000		75,000	D
Stock Option (Right to Buy)	$26.8933							07/23/2007⁽²⁾	07/23/2013	Common Stock	75,300		75,300	D
Stock Option (Right to Buy)	$37.06							08/24/2008⁽²⁾	08/24/2014	Common Stock	38,441		38,441	D
Stock Option (Right to Buy)	$42.7							07/20/2009⁽²⁾	07/20/2015	Common Stock	39,210		39,210	D
Stock Option (Right to Buy)	$35.77							07/26/2010⁽²⁾	07/26/2016	Common Stock	33,522		33,522	D
Stock Option (Right to Buy)	$40							07/26/2010⁽²⁾	07/26/2016	Common Stock	24,451		24,451	D

Explanation of Responses:

1. This transaction represents the salary adjustment paid in fully vested shares of MBFI common stock to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. As a condition of receiving the salary adjustment, the reporting person entered into an agreement with the Company providing that the reporting person may not sell or otherwise transfer the shares of salary stock for two years, except in the event of disability or death.

2. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.

3. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 06/25/2012.

	/s/ Doria L. Koros, Attorney-in-fact for Mr. Feiger	01/10/2012
	** 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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