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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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)
05/20/2004
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 0 D $0 11,502(1)(2) I By Profit Sharing Plan Trust
Common Stock 1,875 D
Common Stock 5,638 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
Explanation of Responses:
1. On May 20, 2004, the reporting person filed a Form 4 reporting a disposition of 8,467 shares of Common Stock pursuant to a diversification election under an Employee Stock Ownership Plan in a transaction that was exempt from the reporting requirements under Section 16(a) pursuant to Rule 16a-3(f)(1)(i)(B) and from the liability provisions of Section 16(b) pursuant to Rule 16b-3(c). This Form 4 was not required to be filed.
2. This total also reflects the acquisition pursuant to a diversification election under an Employee Stock Ownership Plan of a total of 11,086 shares of Common Stock in May 2004 in transactions that were exempt from the reporting requirements under Section 16(a) pursuant to Rule 16a-3(f)(1)(i)(B) and from the liability provisions of Section 16(b) pursuant to Rule 16b-3(c) and were not required to be reported.
Remarks:
Although the holdings for 1,875 in Direct and 5,638 in Indirect ownership appear on this form, no changes have been made to these holdings and they only appear on this form due to a filing system limitation.
By: Andrea L. Stangl, Attorney-in-fact for 05/28/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.