X0303 4 2011-05-20 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001452076 Carapella Victor P ONE PIERCE PLACE SUITE 1500 ITASCA IL 60143 1 EVP, Comm'l Banking Group Mgr. Common Stock 2011-05-20 4 A 0 147 A 64561 D Common Stock 2011-05-20 4 F 0 2956 12.24 D 61605 D Common Stock 49071 I By NQ Stock Option Gain Deferral Plan Common Stock 25679 I By Profit Sharing Plan Represents a portion of base salary paid to the Reporting Person in bi-weekly installments of fully vested shares. The Reporting Person may not transfer the shares during the period the Company has any obligations outstanding under the U.S. Treasury's Troubled Asset Relief Program except in the case of the Reporting Person's death or disability. The number of shares represented by this award was determined by dividing the dollar value of the award granted to the Reporting Person by $12.325 (the average high and low sale price of one share of the company's common stock as quoted on the Nasdaq Stock Market on May 19, 2011). On May 20, 2009 the Issuer granted the Reporting Person a Restricted Stock Award (RSA) of 18,797 restricted shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Omnibus Stock Incentive Plan (Plan) which were scheduled to vest in two equal annual installments on the second and third anniversary of the date of grant. On May 20, 2011, 9,399 shares of the originally granted RSAs vested, of which 2,956 shares were surrendered by the Reporting Person in order to satisfy tax withholding obligations. This form is being filed to reflect the surrender of such shares to satisfy the Reporting Person's tax withholding obligation. Andrea L. Stangl, Attorney-in-fact for Victor P. Carapella 2011-05-24