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*
DIETRICH MARK M
(Last) (First) (Middle)
300 PARK BOULEVARD, SUITE 405
(Street)
ITASCA IL 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, First Midwest Bank
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2004
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)
Code V Amount (A) or (D) Price
Common Stock 05/17/2004 S 8,467 D $32.7492 416(1)(2)(3) I By Profit Sharing Plan Trust
Common Stock 1,875 D
Common Stock 5,638(4) I By NQ Stock Option Gain Deferral Plan Tr
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $22.725 07/04/2001 12/15/2005 Common Stock 2,853 2,853 D
Non-Qualified Stock Option (right to buy) $22.725 07/04/2001 02/21/2006 Common Stock 984 984 D
Non-Qualified Stock Option (right to buy) $30.265 10/25/2002 02/16/2010 Common Stock 1,875 1,875 D
Non-Qualified Stock Option (right to buy) $22.5 (5) 02/21/2011 Common Stock 11,066 11,066 D
Non-Qualified Stock Option (right to buy) $28.695 (6) 02/20/2012 Common Stock 9,409 9,409 D
Non-Qualified Stock Option (right to buy) $26.255 (7) 02/19/2013 Common Stock 10,747 10,747 D
Non-Qualified Stock Option (right to buy) $32.715 (8) 02/24/2014 Common Stock 9,228 9,228 D
Phantom Stock under NQ Retirement Plan $0.0000(9) (10) (11) Common Stock 975 975(12) D
Explanation of Responses:
1. Between February 25, 2004 and May 20, 2004 the reporting person acquired 14 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated May 18, 2004.
2. Between February 25, 2004 and May 20, 2004 the reporting person acquired 58 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated April 29, 2004.
3. The transaction represents a sale of stock acquired through the ESOP to reallocate investments in the reporting person's Profit Sharing Plan.
4. Between February 25, 2004 and May 20, 2004 the reporting person acquired 36 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated April 20, 2004.
5. The stock option vests in two equal annual installments beginning on February 21, 2003.
6. The stock option vests in two equal annual installments beginning on February 20, 2004.
7. The stock option vests in two equal annual installments beginning on February 19, 2005.
8. The stock option vests in two equal annual installments beginning on February 24, 2006.
9. Shares of phantom stock in the NQ Retirement Plan have a 1-for-1 conversion ratio.
10. Shares of phantom stock in the NQ Retirement Plan are exercisable immediately.
11. Shares of phantom stock in the NQ Retirement Plan are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc.
12. Between February 25, 2004 and May 20, 2004 the reporting person acquired 6 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated April 20, 2004.
Remarks:
By: Andrea L. Stangl, Attorney-in-fact for 05/20/2004
** 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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