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^*

OMEARA ROBERT P

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 405

(Street)

ITASCA

60143

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2003

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	08/25/2003		M⁽¹⁾		13,061	A	$26.31	234,306	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽¹⁾		11,417	D	$0	222,889	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽²⁾		9,013	A	$29.13	231,902	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽²⁾		8,723	D	$0	223,179	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽³⁾		9,614	A	$29.13	232,793	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽³⁾		9,305	D	$0	223,488	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽⁴⁾		9,999	A	$29.13	233,487	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽⁴⁾		9,677	D	$0	223,810	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽⁵⁾		10,407	A	$29.13	234,217	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽⁵⁾		10,072	D	$0	224,145	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽⁶⁾		8,117	A	$29.13	232,262	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽⁶⁾		7,856	D	$0	224,406	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽⁷⁾		8,441	A	$29.13	232,847	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽⁷⁾		8,169	D	$0	224,678	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		M⁽⁸⁾		22,571	A	$29.13	247,249	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	08/25/2003		F⁽⁸⁾		21,844	D	$0	225,405	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								208,588	D
Common Stock								19,082	I	By IRA
Common Stock								189,736	I	By Profit Sharing Plan Trust
Common Stock								194,133	I	By Spouse

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)
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽²⁾			9,013	09/28/2002	02/16/2004	Common Stock	9,013	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽³⁾			9,614	09/28/2002	02/15/2005	Common Stock	9,614	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽⁴⁾			9,999	09/28/2002	02/21/2006	Common Stock	9,999	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽⁵⁾			10,407	09/28/2002	02/19/2007	Common Stock	10,407	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽⁶⁾			8,117	09/28/2002	02/18/2008	Common Stock	8,117	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽⁷⁾			8,441	09/28/2002	02/17/2009	Common Stock	8,441	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$29.13	08/25/2003		M⁽⁸⁾			22,571	09/28/2002	02/16/2010	Common Stock	22,571	$29.13	0	D
Non-Qualified Stock Option (right to buy)	$26.31	08/25/2003		M⁽¹⁾			13,061	08/24/2003	02/21/2011	Common Stock	13,061	$26.31	0	D

Explanation of Responses:

1. The transaction represents the exercise of 13,061 stock options under the Omnibus Stock & Incentive Plan whereby 11,417 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,644 shares.

2. The transaction represents the exercise of 9,013 stock options under the Omnibus Stock & Incentive Plan whereby 8,723 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 290 shares.

3. The transaction represents the exercise of 9,614 stock options under the Omnibus Stock & Incentive Plan whereby 9,305 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 309 shares.

4. The transaction represents the exercise of 9,999 stock options under the Omnibus Stock & Incentive Plan whereby 9,677 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 322 shares.

5. The transaction represents the exercise of 10,407 stock options under the Omnibus Stock & Incentive Plan whereby 10,072 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 335 shares.

6. The transaction represents the exercise of 8,117 stock options under the Omnibus Stock & Incentive Plan whereby 7,856 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 261 shares.

7. The transaction represents the exercise of 8,441 stock options under the Omnibus Stock & Incentive Plan whereby 8,169 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 272 shares.

8. The transaction represents the exercise of 22,571 stock options under the Omnibus Stock & Incentive Plan whereby 21,844 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 727 shares.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact	08/26/2003
	** 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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