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^*

SCHWARTZ THOMAS J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Group Pres. Cmm'l Bnk, FMB

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004

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)
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	11/04/2004		M⁽¹⁾		3,459	A	$10.7734	52,733	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽²⁾		3,233	A	$12.16	55,966	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽³⁾		2,420	A	$17.1	58,386	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁴⁾		6,455	A	$18.4	64,841	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁵⁾		2,785	A	$18.55	67,626	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁶⁾		2,289	A	$21.7	69,915	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁷⁾		1,606	A	$21.8334	71,521	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁸⁾		6,231	A	$22.5	77,752	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		M⁽⁹⁾		7,652	A	$28.695	85,404	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽¹⁾		1,042	D	$0	84,362	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽²⁾		1,099	D	$0	83,263	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽³⁾		1,157	D	$0	82,106	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁴⁾		3,320	D	$0	78,786	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁵⁾		1,445	D	$0	77,341	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁶⁾		1,389	D	$0	75,952	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁷⁾		981	D	$0	74,971	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁸⁾		3,919	D	$0	71,052	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/04/2004		F⁽⁹⁾		6,138	D	$0	64,914⁽¹⁰⁾	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								31,235⁽¹¹⁾	D
Common Stock								517⁽¹²⁾	I	By Immediate Family
Common Stock								836⁽¹³⁾	I	By Profit Sharing Plan Trust

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)	$35.775	11/04/2004		A⁽¹⁵⁾		6,138		05/04/2005	02/20/2012	Common Stock	6,138	$0	6,138	D
Non-Qualified Stock Option (right to buy)	$10.7734	11/04/2004		M⁽¹⁾			3,459	⁽¹⁴⁾	02/15/2005	Common Stock	3,459	$10.7734	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		1,042		01/15/2005	02/15/2005	Common Stock	1,042	$0	1,042	D
Non-Qualified Stock Option (right to buy)	$12.16	11/04/2004		M⁽²⁾			3,233	⁽¹⁶⁾	02/21/2006	Common Stock	3,233	$12.16	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		1,099		05/04/2005	02/21/2006	Common Stock	1,099	$0	1,099	D
Non-Qualified Stock Option (right to buy)	$17.1	11/04/2004		M⁽³⁾			2,420	⁽¹⁷⁾	02/19/2007	Common Stock	2,420	$17.1	0	D
Non-Qualified Stock Option (right to buy)	$35.75	11/04/2004		A⁽¹⁵⁾		1,157		05/04/2005	02/19/2007	Common Stock	1,157	$0	1,157	D
Non-Qualified Stock Option (right to buy)	$21.7	11/04/2004		M⁽⁶⁾			2,289	⁽¹⁸⁾	02/18/2008	Common Stock	2,289	$21.7	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		1,389		05/04/2005	02/18/2008	Common Stock	1,389	$0	1,389	D
Non-Qualified Stock Option (right to buy)	$18.55	11/04/2004		M⁽⁵⁾			2,785	⁽¹⁹⁾	02/17/2009	Common Stock	2,785	$18.55	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		1,445		05/04/2005	02/17/2009	Common Stock	1,445	$0	1,445	D
Non-Qualified Stock Option (right to buy)	$21.8334	11/04/2004		M⁽⁷⁾			1,606	⁽²⁰⁾	08/18/2009	Common Stock	1,606	$21.8334	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		981		05/04/2005	08/18/2009	Common Stock	981	$0	981	D
Non-Qualified Stock Option (right to buy)	$18.4	11/04/2004		M⁽⁴⁾			6,455	⁽²¹⁾	02/16/2010	Common Stock	6,455	$18.4	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		3,320		05/04/2005	02/16/2010	Common Stock	3,320	$0	3,320	D
Non-Qualified Stock Option (right to buy)	$22.5	11/04/2004		M⁽⁸⁾			6,231	⁽²²⁾	02/21/2011	Common Stock	6,231	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$35.775	11/04/2004		A⁽¹⁵⁾		3,919		05/04/2005	02/21/2011	Common Stock	3,919	$0	3,919	D
Non-Qualified Stock Option (right to buy)	$28.695	11/04/2004		M⁽⁹⁾			7,652	⁽²³⁾	02/20/2012	Common Stock	7,652	$28.695	7,652	D

Explanation of Responses:

1. The transaction represents the exercise of 3,459 stock options under the Omnibus Stock & Incentive Plan whereby 1,042 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 2,417 shares.

2. The transaction represents the exercise of 3,233 stock options under the Omnibus Stock & Incentive Plan whereby 1,099 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 2,134 shares.

3. The transaction represents the exercise of 2,420 stock options under the Omnibus Stock & Incentive Plan whereby 1,157 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 1,263 shares.

4. The transaction represents the exercise of 6,455 stock options under the Omnibus Stock & Incentive Plan whereby 3,320 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 3,135 shares.

5. The transaction represents the exercise of 2,785 stock options under the Omnibus Stock & Incentive Plan whereby 1,445 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 1,340 shares.

6. The transaction represents the exercise of 2,289 stock options under the Omnibus Stock & Incentive Plan whereby 1,389 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 900 shares.

7. The transaction represents the exercise of 1,606 stock options under the Omnibus Stock & Incentive Plan whereby 981 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 625 shares.

8. The transaction represents the exercise of 6,231 stock options under the Omnibus Stock & Incentive Plan whereby 3,919 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 2,312 shares.

9. The transaction represents the exercise of 7,652 stock options under the Omnibus Stock & Incentive Plan whereby 6,138 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 1,514 shares.

10. Between May 27, 2004 and November 8, 2004 the reporting person acquired 615 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 October 19, 2004.

11. Between May 27, 2004 and November 8, 2004 the reporting person acquired 234 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated October 19, 2004.

12. Between May 27, 2004 and November 8, 2004 the reporting person acquired 8 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated October 19, 2004.

13. Between May 27, 2004 and November 8, 2004 the reporting person acquired 11 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 October 25, 2004.

14. The stock option vests in two equal annual installments beginning on February 15, 1997.

15. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 11/4/04.

16. The stock option vests in two equal annual installments beginning on February 21, 1998.

17. The stock option vests in two equal annual installments beginning on February 19, 1999.

18. The stock option vests in two equal annual installments beginning on February 18, 2000.

19. The stock option vests in two equal annual installments beginning on February 17, 2001.

20. The stock option vests in two equal annual installments beginning on August 18, 2001.

21. The stock option vests in two equal annual installments beginning on February 16, 2002.

22. The stock option vests in two equal annual installments beginning on February 21, 2003.

23. The stock option vests in two equal annual installments beginning on February 20, 2004.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	11/08/2004
	** 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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