X0306 4 2018-03-15 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001471708 Sander Mark G ONE PIERCE PLACE SUITE 1500 ITASCA IL 60143 1 1 Senior Executive VP & COO Common Stock 2018-03-15 4 F 0 2672 25.97 D 189017 D Common Stock 2018-03-15 4 F 0 2328 25.97 D 186689 D Common Stock 2018-03-15 4 A 0 20064 0 A 206753 D Common Stock 2018-03-15 4 F 0 2964 25.97 D 203789 D Common Stock 363 I Profit Sharing Plan Trust On February 20, 2013, the Issuer granted the Reporting Person a performance shares award under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, subject to a three year (2013-2015) performance period, as to which 18,089 performance shares were earned on March 15, 2016. The earned performance shares were scheduled to vest in three equal annual installments on the date earned and the first and second anniversary thereof. On March 15, 2018, the third installment of 6,029 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 2,672 shares were surrendered by the Reporting Person 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. On February 19, 2014, the Issuer granted the Reporting Person a performance shares award under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, subject to a three year (2014-2016) performance period, as to which 15,758 performance shares were earned on March 15, 2017. The earned performance shares were scheduled to vest in three equal annual installments on the date earned and the first and second anniversary thereof. On March 15, 2018, the second installment of 5,253 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 2,328 shares were surrendered by the Reporting Person 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. Represents performance shares earned by the Reporting Person on March 15, 2018. The performance shares were granted by the Issuer to the Reporting Person under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan on February 18, 2015, subject to a three year (2015-2017) performance period. Of the performance shares earned, 6,689 vested immediately and were paid in shares of First Midwest Bancorp, Inc. Common Stock. The remaining 13,375 earned performance shares represent the right to receive shares of First Midwest Bancorp, Inc. Common Stock upon satisfaction of a service-based vesting requirement and are scheduled to vest in two equal annual installments on March 15, 2019 and March 15, 2020. Reflects the surrender of 2,964 shares of First Midwest Bancorp, Inc. Common Stock to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of the first tranche of the earned performance shares described in note 3. 18,627 of these shares are restricted stock units / performance shares. Andrea L. Stangl, Attorney-in-fact for Mark G. Sander 2018-03-19