Statement of Changes in Beneficial Ownership (4)
November 22 2017 - 5:52PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
YORK JILL E
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2. Issuer Name
and
Ticker or Trading Symbol
MB FINANCIAL INC /MD
[
MBFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President
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(Last)
(First)
(Middle)
C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2017
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(Street)
ROSEMONT, IL 60018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/21/2017
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S
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5000
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D
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$44.60
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65430
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D
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Common Stock
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572
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I
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By Deferred Comp Plan
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Common Stock
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20
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I
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By Ira
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$29.00
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6/25/2012
(1)
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6/25/2018
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Common Stock
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26344
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26344
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D
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Stock Option (Right to Buy)
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$24.65
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6/25/2012
(1)
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6/25/2018
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Common Stock
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4056
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4056
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D
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Stock Option (Right to Buy)
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$20.40
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8/29/2013
(2)
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8/29/2022
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Common Stock
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7229
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7229
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D
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Stock Option (Right to Buy)
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$27.09
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8/28/2014
(2)
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8/28/2023
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Common Stock
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6624
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6624
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D
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Stock Option (Right to Buy)
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$29.80
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2/26/2015
(2)
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2/26/2024
(2)
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Common Stock
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6259
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6259
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D
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Stock Option (Right to Buy)
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$31.26
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2/25/2016
(3)
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2/25/2025
(3)
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Common Stock
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4512
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4512
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D
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Performance Share Units
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$0
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(4)
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(4)
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Common Stock
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5861
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5861
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D
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Stock Option (Right to Buy)
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$30.33
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2/24/2017
(5)
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2/24/2026
(5)
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Common Stock
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6062
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6062
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D
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Performance Share Units
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$0
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(4)
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(4)
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Common Stock
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6905
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6905
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D
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Restricted Stock Units
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$0
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(6)
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(6)
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Common Stock
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560
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560
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D
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Restricted Stock Units
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$0
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(7)
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(7)
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Common Stock
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4143
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4143
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D
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Stock Option (Right to Buy)
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$45.67
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(8)
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(8)
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Common Stock
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4075
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4075
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D
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Performance Share Units
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$0
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(4)
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(4)
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Common Stock
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4257
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4257
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D
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Restricted Stock Units
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$0
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(9)
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(9)
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Common Stock
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1051
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1051
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D
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Restricted Stock Units
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$0
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(10)
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(10)
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Common Stock
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3405
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3405
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D
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Explanation of Responses:
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(1)
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Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
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(2)
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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).
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(3)
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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).
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(4)
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Performance based vesting
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(5)
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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).
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(6)
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Restricted stock units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. One-half of the restricted stock units are scheduled to vest on February 24, 2017 and one-half of the restricted stock units are scheduled to vest on February 24, 2018.
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(7)
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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).
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(8)
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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).
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(9)
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Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. One-half of the restricted stock units are scheduled to vest on February 22, 2018 and one-half of the restricted stock units are scheduled to vest on February 22, 2019.
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(10)
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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).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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YORK JILL E
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT, IL 60018
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Vice President
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Signatures
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/s/ Doria L. Koros, Attorney-in-Fact for Ms. York
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11/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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