Mark A. Heckler Form 4 MB FINANCIAL / Mark A. Heckler 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^*

Heckler Mark A.

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 NORTH RIVER ROAD

(Street)

ROSEMONT

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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Exec. Officer of Subsidiary

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/27/2019		M		6,020⁽¹⁾	A	$45.58	50,323	D
Common Stock	02/27/2019		F		2,728⁽²⁾	D	$45.58	47,595	D
Common Stock								2,429⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	$0	02/27/2019		M			6,020⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	6,020	$0	0	D
Stock Option (Right to Buy)	$20.4							08/29/2013⁽⁵⁾	08/29/2022	Common Stock	4,343		4,343	D
Stock Option (Right to Buy)	$27.09							08/28/2014⁽⁵⁾	08/28/2023	Common Stock	4,241		4,241	D
Stock Option (Right to Buy)	$29.8							02/26/2015⁽⁵⁾	02/26/2024⁽⁵⁾	Common Stock	4,007		4,007	D
Stock Option (Right to Buy)	$31.26							02/25/2016⁽⁶⁾	02/25/2025⁽⁶⁾	Common Stock	3,076		3,076	D
Stock Option (Right to Buy)	$30.33							02/24/2017⁽⁷⁾	02/24/2026⁽⁷⁾	Common Stock	4,689		4,689	D
Restricted Stock Units	$0							⁽⁸⁾	⁽⁸⁾	Common Stock	1,068		1,068	D
Stock Option (Right to Buy)	$45.67							⁽⁹⁾	⁽⁹⁾	Common Stock	3,774		3,774	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	3,941		3,941	D
Restricted Stock Units	$0							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,576		1,576	D
Stock Option (Right to Buy)	$41.01							⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,296		4,296	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	5,048		5,048	D
Restricted Stock Units	$0							⁽⁸⁾	⁽⁸⁾	Common Stock	689		689	D
Restricted Stock Units	$0							⁽¹²⁾	⁽¹²⁾	Common Stock	3,028		3,028	D
Stock Option (Right to Buy)	$12.09							07/22/2013⁽¹³⁾	07/22/2019	Common Stock	3,825		3,825	D
Stock Option (Right to Buy)	$17.2							07/28/2014⁽¹³⁾	09/28/2020	Common Stock	4,100		4,100	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 5,341 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 6,020 PSUs, representing 112.72% of the target number of PSUs, for which the reporting person became entitled to 6,020 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. 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 will fluctuate with changes in the market price of the Issuer's common stock.

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 remaining restricted stock units are scheduled to vest on February 28, 2020.

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 remaining restricted stock units are scheduled to vest in one-half annual increments beginning February 28, 2020.

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.

13. 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.

	/s/ Doria L. Koros, attorney-in-fact for Mr. Heckler	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).
** 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.
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Mark A. Heckler Form 4MB FINANCIAL / Mark A. Heckler ownership change