Richard J Holmstrom Form 4 MB FINANCIAL / RICHARD J HOLMSTROM 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^*

HOLMSTROM RICHARD J

(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		170,227	D	$0(1)	0	D

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)	$47.23	03/22/2019		D			2,581	12/30/2016(2)(3)	12/30/2021	Common Stock	2,581	$0	0	D
Stock Option (Right to Buy)	$42.82	03/22/2019		D			2,826	03/31/2017(2)(3)	03/31/2022	Common Stock	2,826	$0	0	D
Stock Option (Right to Buy)	$44.04	03/22/2019		D			2,717	06/30/2017(2)(3)	06/30/2022	Common Stock	2,717	$0	0	D
Stock Option (Right to Buy)	$45.02	03/22/2019		D			2,695	09/29/2017(2)(3)	09/30/2022	Common Stock	2,695	$0	0	D
Stock Option (Right to Buy)	$44.52	03/22/2019		D			2,695	12/29/2017(2)(3)	12/29/2022	Common Stock	2,695	$0	0	D
Stock Option (Right to Buy)	$40.48	03/22/2019		D			2,488	03/30/2018(2)(3)	03/30/2023	Common Stock	2,488	$0	0	D
Stock Option (Right to Buy)	$46.7	03/22/2019		D			2,504	06/29/2018(2)(3)	06/29/2023	Common Stock	2,504	$0	0	D
Stock Option (Right to Buy)	$46.11	03/22/2019		D			4,258	09/28/2018(2)(3)	09/28/2023	Common Stock	4,258	$0	0	D
Stock Option (Right to Buy)	$39.63	03/22/2019		D			4,893	12/31/2018(2)(3)	12/31/2023	Common Stock	4,893	$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. 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.

3. 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. Holmstrom	03/25/2019
	** Signature of Reporting Person	Date
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