Daniels C. Bryan Form 4 MB FINANCIAL / C. Bryan Daniels 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Daniels C. Bryan

(Last) (First) (Middle)

C/O PRAIRIE CAPITAL, INC.

191 N. WACKER DRIVE, SUITE 800

(Street)

CHICAGO IL 60606

(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)
02/07/2017

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	02/07/2017		J(1)		5,599	A	$0	48,691	D
Common Stock	02/07/2017		J(2)		7,323	A	$0	56,014	D
Common Stock	02/07/2017		J(3)		279,900	D	$0	485,754	I	By Limited Partnership(4)
Common Stock	02/07/2017		J(5)		279,882	D	$0	485,772	I	By Limited Partnership(6)
Common Stock	02/09/2017		S		18	D	$44.225	485,754	I	By Limited Partnership(6)

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

Explanation of Responses:

1. Represents reporting person's share of pro rata distribution from Prairie Capital IV, L.P. to its general and limited partners.

2. Represents reporting person's share of pro rata distribution from Prairie Capital IV QP, L.P. to its general and limited partners.

3. Represents pro rata distribution by Prairie Capital IV, L.P. to its general and limited partners.

4. The reporting person is a Managing Member of Daniels & King Capital IV, L.L.C. ("Daniels & King Capital IV"), which in turn is the sole general partner of Prairie Capital IV, L.P. As a result, each of the reporting person and Daniels & King Capital IV may be deemed to beneficially own the issuer's securities held by Prairie Capital IV, L.P. In addition, the reporting person is a member of Daniels & King Holdings, L.L.C. ("Daniels & King Holdings"), which is a limited partner of Prairie Capital IV, L.P.

5. Represents pro rata distribution by Prairie Capital IV QP, L.P. to its general and limited partners.

6. As noted above, the reporting person is a Managing Member of Daniels & King Capital IV, which in turn is the sole general partner of Prairie Capital IV QP, L.P. As a result, each of the reporting person and Daniels & King Capital IV may be deemed to beneficially own the issuer's securities held by Prairie Capital IV QP, L.P. In addition, as noted above, the reporting person is a member of Daniels & King Holdings, which is a limited partner of Prairie Capital IV QP, L.P.

	/s/ Doria L. Koros, attorney-in-fact for C. Bryan Daniels	02/09/2017
	** 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.