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)
ONE PIERCE PLACE, SUITE 1500
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2005
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 09/16/2005 M(1) 28,795 A $26.255 310,660 D
Common Stock 09/16/2005 M(2) 26,346 A $28.695 337,006 D
Common Stock 09/16/2005 F(1) 23,269 D $0 313,737 D
Common Stock 09/16/2005 F(2) 22,524 D $0 291,213 D
Common Stock 09/16/2005 M(3) 2,889 A $32.715 294,102 D
Common Stock 09/16/2005 F(3) 2,513 D $0 291,589 D
Common Stock 30,468 I By IRA
Common Stock 198,436 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 153,287 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $28.695 09/16/2005 M(2) 26,346 (4) 02/20/2012 Common Stock 26,346 $0 0 D
Non-Qualified Stock Option (right to buy) $26.255 09/16/2005 M(1) 28,795 (5) 02/19/2013 Common Stock 28,795 $0 28,794 D
Non-Qualified Stock Option (right to buy) $32.715 09/16/2005 M(3) 2,889 02/24/2005 02/24/2014 Common Stock 2,889 $0 0 D
Non-Qualified Stock Option (right to buy) $37.615 09/16/2005 A(6) 2,513 03/16/2006 02/24/2014 Common Stock 2,513 $0 2,513 D
Explanation of Responses:
1. The transaction represents the exercise of 28,795 stock options under the Omnibus Stock & Incentive Plan whereby 23,269 previously acquired shares were tendered as payment of the exercise price and tax liability with the resulting value realized being issued to the reporting person in the form of 5,526 shares.
2. The transaction represents the exercise of 26,346 stock options under the Omnibus Stock & Incentive Plan whereby 22,524 previously acquired shares were tendered as payment of the exercise price and tax liability with the resulting value realized being issued to the reporting person in the form of 3,822 shares.
3. The transaction represents the exercise of 2,889 stock options under the Non-Employee Directors' Stock Option Plan whereby 2,513 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being issued to the reporting person in the form of 376 shares.
4. The stock option vests in two equal annual installments beginning on February 20, 2004.
5. The stock option vests in two equal annual installments beginning on February 19, 2005.
6. The transaction represents a reload stock option granted under the Non-Employee Directors' Stock Option Plan to replace the number of shares tendered in the option exercised on 9/16/05.
Remarks:
By: Andrea L. Stangl, Attorney-in-fact for 09/19/2005
** 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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