X0306 4 2017-03-15 0000702325 FIRST MIDWEST BANCORP INC FMBI 0001199246 SCUDDER MICHAEL L ONE PIERCE PLACE SUITE 1500 ITASCA IL 60143 1 1 President & CEO Common Stock 2017-03-15 5 G 0 E 4628 0 D 303515 D Common Stock 2017-03-15 5 G 0 E 2067 0 D 301448 D Common Stock 2017-03-15 5 G 0 E 1157 0 A 2307 I By Spouse as Custodian for Daughter Common Stock 2017-03-15 4 F 0 4137 24.17 D 297311 D Common Stock 2017-03-15 4 A 0 28315 0 A 325626 D Common Stock 2017-03-15 4 F 0 4314 24.17 D 321312 D Common Stock 770 I By IRA Common Stock 9608 I By NQ Stock Option Gain Deferral Plan Common Stock 8427 I By Profit Sharing Plan Trust 1,157 of these shares were transferred to the Reporting Person's spouse as custodian for their daughter under the Uniform Transfers to Minors Act. On February 20, 2013, the Issuer granted the Reporting Person a performance shares award under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, subject to a three year (2013-2015) performance period, as to which 27,152 performance shares were earned on March 15, 2016. The earned performance shares were scheduled to vest in three equal annual installments on the date earned and the first and second anniversary thereof. On March 15, 2017, the second installment of 9,051 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 4,137 shares were surrendered by the Reporting Person to satisfy tax withholding obligations. This form is being filed to reflect the surrender of such shares to satisfy the Reporting Person's tax withholding obligation. Represents performance shares earned by the Reporting Person on March 15, 2017. The performance shares were granted by the Issuer to the Reporting Person under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan on February 19, 2014, subject to a three year (2014-2016) performance period. Of the performance shares earned, 9,439 vested immediately and were paid in shares of First Midwest Bancorp, Inc. Common Stock. The remaining 18,876 earned performance shares represent the right to receive shares of First Midwest Bancorp, Inc. Common Stock upon satisfaction of a service-based vesting requirement and are scheduled to vest in two equal annual installments on March 15, 2018 and March 15, 2019. Reflects the surrender of 4,314 shares of First Midwest Bancorp, Inc. Common Stock to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of the first tranche of the earned performance shares described in note 3. 27,926 of these shares are restricted stock units / performance shares. Andrea L. Stangl, Attorney-in-fact for Michael L. Scudder 2017-03-17