John Francoeur Form 3 MB FINANCIAL / John Francoeur ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Francoeur John

(Last) (First) (Middle)

C/O MB FINANCIAL, INC.

6111 NORTH RIVER ROAD

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/24/2016

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,672	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	07/26/2010(1)	07/26/2016	Common Stock	1,505	35.77	D
Stock Option (Right to Buy)	07/25/2011(1)	07/25/2017	Common Stock	3,196	32.89	D
Stock Option (Right to Buy)	06/25/2012(1)	06/25/2018	Common Stock	5,882	24.65	D
Stock Option (Right to Buy)	08/29/2013(2)	08/29/2022	Common Stock	1,774	20.4	D
Stock Option (Right to Buy)	07/28/2014(1)	07/28/2020	Common Stock	2,033	17.2	D
Stock Option (Right to Buy)	08/28/2014(3)	08/28/2023	Common Stock	1,460	27.09	D
Stock Option (Right to Buy)	02/26/2015(4)	02/26/2024	Common Stock	1,517	29.8	D
Stock Option (Right to Buy)	07/27/2015(1)	07/27/2021	Common Stock	1,958	20.52	D
Stock Option (Right to Buy)	02/25/2016(5)	02/25/2025	Common Stock	1,155	31.26	D

Explanation of Responses:

1. 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.

2. Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning on August 29, 2013).

3. 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 on August 28, 2014).

4. Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. the option vests annually over 4 years (25% per year beginning February 26, 2015).

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

	/s/ Doria L. Koros, Attorney-in-Fact for Mr. Francoeur	02/26/2016
	** 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 5 (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.