Feiger Mitchell Form 4 MB FINANCIAL / MITCHELL FEIGER 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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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^*

FEIGER MITCHELL

(Last) (First) (Middle)

C/O MB FINANCIAL, INC.

6111 NORTH 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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019

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	02/27/2019		M		26,298(1)	A	$45.58	214,912	D
Common Stock	02/27/2019		F		11,651(2)	D	$45.58	203,261	D
Common Stock	02/27/2019		J		1,408(3)	D	$0	0	I	By Children
Common Stock								18,184	I	By 401(k)
Common Stock								8,956	I	By Deferred Comp Plan
Common Stock								15,775	I	By Ira
Common Stock								12,148	I	By Spouse's IRA
Common Stock								28,180	I	By Trust
Common Stock								146,239	I	Revocable Living Trust
Common Stock								65,281	I	Spouse's Revocable Living 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	$0	02/27/2019		M			26,298(1)	(4)	(4)	Common Stock	26,298	$0	0	D
Stock Option (Right to Buy)	$20.4							08/29/2013(5)	08/29/2022	Common Stock	23,124		23,124	D
Stock Option (Right to Buy)	$27.09							08/28/2014(5)	08/28/2023	Common Stock	18,988		18,988	D
Stock Option (Right to Buy)	$29.8							02/26/2015(5)	02/26/2024(5)	Common Stock	19,648		19,648	D
Stock Option (Right to Buy)	$31.26							02/25/2016(6)	02/25/2025(6)	Common Stock	14,034		14,034	D
Stock Option (Right to Buy)	$30.33							02/24/2017(7)	02/24/2026(7)	Common Stock	20,480		20,480	D
Restricted Stock Units	$0							(8)	(8)	Common Stock	4,666		4,666	D
Stock Option (Right to Buy)	$45.67							(9)	(9)	Common Stock	16,968		16,968	D
Performance Share Units	$0							(4)	(4)	Common Stock	17,722		17,722	D
Restricted Stock Units	$0							(10)	(10)	Common Stock	7,088		7,088	D
Stock Option (Right to Buy)	$41.01							(11)	(11)	Common Stock	20,161		20,161	D
Performance Share Units	$0							(4)	(4)	Common Stock	23,689		23,689	D
Restricted Stock Units	$0							(12)	(12)	Common Stock	14,213		14,213	D

Explanation of Responses:

1. Transaction represents the settlement of performance share units ("PSUs"). These PSUs represented the right to receive a number of shares of the issuer's common stock, ranging from 25% to 175% of a target number of 23,330 shares (which was the number of PSUs previously reported as having been awarded to the reporting person) depending on the level of achievement relative to a specified performance goal (total shareholder return relative to a comparison group) during the performance period. Based on the actual level of achievement during the performance period, the reporting person vested in 26,298 PSUs, representing 112.72% of the target number of PSUs, for which the reporting person became entitled to 26,298 shares of the issuer's common stock.

2. Transaction represents withholding of shares to satisfy tax withholding obligation in connection with the vesting and settlement of PSUs as described in footnote 1.

3. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the shares for the purposes of Section 16 or for any other purpose. In addition, the reporting person no longer has a reportable beneficial interest in 1,408 shares of the issuer's common stock owned by certain of his children and included in the reporting person's prior ownership reports.

4. Performance based vesting

5. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests ratably over 4 years (25% per year).

6. Option to purchase shares of common stock granted to the reporting person under Issuer's Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning on February 25, 2016).

7. Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 24, 2017).

8. Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The restricted stock units vest annually over 4 years (25% per year beginning February 24, 2017).

9. Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 22, 2018).

10. Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The restricted stock units vest annually over 4 years (25% per year beginning February 22, 2018).

11. Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 28, 2019).

12. Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020.

	/s/ Doria L. Koros, Attorney-in-fact for Mr. Feiger	02/28/2019
	** 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).
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