X0306 4 2019-03-15 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001550175 Prame Thomas M 8750 WEST BRYN MAWR AVENUE SUITE 1300 CHICAGO IL 60631 1 EVP, Director of Consumer Bkng Common Stock 2019-03-15 4 A 0 3482 21.91 A 46188 D Common Stock 2019-03-15 4 F 0 515 21.91 D 45673 D Common Stock 2019-03-15 4 F 0 528 21.91 D 45145 D Common Stock 2019-03-15 4 F 0 428 21.91 D 44717 D Common Stock 9025 I By IRA Common Stock 84 I By Profit Sharing Plan Trust Represents performance shares earned by the Reporting Person on March 15, 2019. 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 17, 2016, subject to a three year (2016-2018) performance period. Of the performance shares earned, 1,161 vested immediately and were paid in shares of First Midwest Bancorp, Inc. Common Stock. The remaining 2,321 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, 2020 and March 15, 2021. Reflects the surrender of 515 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 1. On February 18, 2015, 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 (2015-2017) performance period, as to which 3,565 performance shares were earned on March 15, 2018. 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, 2019, the second installment of 1,189 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 528 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 2,891 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, 2019, the third installment of 963 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 428 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. 3,508 of these shares are restricted stock units / performance shares. Andrea L. Stangl, Attorney-in-fact for Thomas M. Prame 2019-03-19