David P Bolger Form 4 MB FINANCIAL / DAVID P BOLGER ownership change

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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X

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^*

BOLGER DAVID P

(Last) (First) (Middle)

C/O MB FINANCIAL, INC.

6111 N. RIVER ROAD

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI ]

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)
03/22/2019

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	03/22/2019		D		47,124	D	$0(1)	0	D
Common Stock	03/22/2019		D		2,015(2)	D	$0(1)	0	I	By Deferred Comp Plan

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
Stock Option (Right to Buy)	$27.05	03/22/2019		D			7,424	06/30/2014(3)(4)	06/30/2019	Common Stock	7,424	$0	0	D
Stock Option (Right to Buy)	$27.68	03/22/2019		D			5,119	09/30/2014(3)(4)	09/30/2019	Common Stock	5,119	$0	0	D
Stock Option (Right to Buy)	$32.86	03/22/2019		D			4,382	12/31/2014(3)(4)	12/31/2019	Common Stock	4,382	$0	0	D
Stock Option (Right to Buy)	$31.31	03/22/2019		D			3,250	03/31/2015(3)(4)	03/31/2020	Common Stock	3,250	$0	0	D
Stock Option (Right to Buy)	$34.44	03/22/2019		D			4,591	06/30/2015(3)(4)	06/30/2020	Common Stock	4,591	$0	0	D
Stock Option (Right to Buy)	$32.64	03/22/2019		D			4,692	09/30/2015(3)(4)	09/30/2020	Common Stock	4,692	$0	0	D
Stock Option (Right to Buy)	$32.37	03/22/2019		D			4,599	12/31/2015(3)(4)	12/31/2020	Common Stock	4,599	$0	0	D
Stock Option (Right to Buy)	$32.45	03/22/2019		D			3,968	03/31/2016(3)(4)	03/31/2021	Common Stock	3,968	$0	0	D
Stock Option (Right to Buy)	$36.28	03/22/2019		D			3,241	06/30/2016(3)(4)	06/30/2021	Common Stock	3,241	$0	0	D
Stock Option (Right to Buy)	$38.04	03/22/2019		D			8,121	09/30/2016(3)(4)	09/30/2021	Common Stock	8,121	$0	0	D
Stock Option (Right to Buy)	$47.23	03/22/2019		D			3,053	12/30/2016(3)(4)	12/30/2021	Common Stock	3,053	$0	0	D

Explanation of Responses:

1. Disposed of upon completion of the merger (the "Merger") of a wholly owned subsidiary of Fifth Third Bancorp ("Fifth Third") with and into the Issuer, effective March 22, 2019. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018, between the Issuer and Fifth Third (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's common stock converted into the right to receive 1.45 shares of Fifth Third common stock and $5.54 in cash. The closing price per share of Fifth Third common stock on March 21, 2019, the last trading day prior to completion of the Merger, was $25.48.

2. Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's Stock Deferred Compensation Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares fluctuated with changes in the market price of the Issuer's common stock.

3. Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.

4. This option was assumed by Fifth Third upon completion of the Merger and converted into an option to purchase Fifth Third common stock as provided under the terms of the Merger Agreement.

	/s/ Doria L. Koros, attorney-in-fact for Mr. Bolger	03/26/2019
	** Signature of Reporting Person	Date
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