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)

ONE PIERCE PLACE, SUITE 1500

(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)
12/14/2005

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)
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	12/14/2005		M⁽¹⁾		7,652	A	$28.695	39,473	D
Common Stock	12/14/2005		M⁽²⁾		9,084	A	$26.255	48,557	D
Common Stock	12/14/2005		F⁽¹⁾		6,415	D	$0	42,142	D
Common Stock	12/14/2005		F⁽²⁾		7,195	D	$0	34,947⁽³⁾	D
Common Stock								532⁽⁴⁾	I	By Immediate Family
Common Stock								66,774⁽⁵⁾	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								917⁽⁶⁾	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)	$28.695	12/14/2005		M⁽¹⁾			7,652	⁽⁷⁾	02/20/2012	Common Stock	7,652	$37.23	0	D
Non-Qualified Stock Option (right to buy)	$26.255	12/14/2005		M⁽²⁾			9,084	⁽⁸⁾	02/19/2013	Common Stock	9,084	$37.23	9,084	D
Non-Qualified Stock Option(right to buy)	$37.23	12/14/2005		A⁽⁹⁾		5,898		06/14/2006	02/20/2012	Common Stock	5,898	$0	5,898	D
Non-Qualified Stock Option(right to buy)	$37.23	12/14/2005		A⁽¹⁰⁾		6,407		06/14/2006	02/19/2013	Common Stock	6,407	$0	6,407	D

Explanation of Responses:

1. The transaction represents the exercise of 7,652 stock options under the Omnibus Stock & Incentive Plan whereby 6,415 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 1,237 shares.

2. The transaction represents the exercise of 9,084 stock options under the Omnibus Stock & Incentive Plan whereby 7,195 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 1,889 shares.

3. Between September 9, 2005 and December 16, 2005 the reporting person acquired 133 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 18, 2005.

4. Between September 9, 2005 and December 16, 2005 the reporting person acquired 4 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 18, 2005.

5. Between September 9, 2005 and December 16, 2005 the reporting person acquired 468 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 18, 2005.

6. Between September 9, 2005 and December 16, 2005 the reporting person acquired 6 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 November 1, 2005.

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

8. The stock option vests in two equal annual installments beginning on February 19, 2005.

9. 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 December 14, 2005.

10. 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 December 14, 2005.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	12/16/2005
	** 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).
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.