SEC Form 4 · accession 0001127602-15-027053
MB FINANCIAL INC /MD · MBFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A. Heckler
Other
Period of report
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 9:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001139812
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 11, 2015 | M | 7,369 | — | A | 37,723 | D | |
| Common StockF2 | Sep 11, 2015 | F | 2,291 | $32.28 | D | 35,432 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F3 | $0.00 | Sep 11, 2015 | M | 7,369 | D | — | — | Common Stock | 7,369 | 0 | D |
| Stock Option (Right to Buy)F4 | $20.40 | holding | — | — | — | Aug 29, 2013 | Aug 29, 2022 | Common Stock | 4,343 | 4,343 | D |
| Stock Option (Right to Buy)F4 | $27.09 | holding | — | — | — | Aug 28, 2014 | Aug 28, 2023 | Common Stock | 4,241 | 4,241 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,931 | 4,931 | D |
| Stock Option (Right to Buy)F4 | $29.80 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2024 | Common Stock | 4,007 | 4,007 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,269 | 4,269 | D |
| Stock Option (Right to Buy)F5 | $31.26 | holding | — | — | — | Feb 25, 2016 | Feb 25, 2025 | Common Stock | 3,076 | 3,076 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,995 | 3,995 | D |
| Stock Option (Right to Buy)F6 | $35.77 | holding | — | — | — | Jul 26, 2010 | Jul 26, 2016 | Common Stock | 5,301 | 5,301 | D |
| Stock Option (Right to Buy)F6 | $32.89 | holding | — | — | — | Jul 25, 2011 | Jul 25, 2017 | Common Stock | 7,571 | 7,571 | D |
| Stock Option (Right to Buy)F6 | $24.65 | holding | — | — | — | Jun 25, 2012 | Jun 25, 2018 | Common Stock | 13,804 | 13,804 | D |
| Stock Option (Right to Buy)F6 | $12.09 | holding | — | — | — | Jul 22, 2013 | Jul 22, 2019 | Common Stock | 3,825 | 3,825 | D |
| Stock Option (Right to Buy)F6 | $17.20 | holding | — | — | — | Jul 28, 2014 | Sep 28, 2020 | Common Stock | 4,100 | 4,100 | D |
Explanation of responses
- F1Transaction 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 4,994 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 7,369 PSUs, representing 147.55% of the target number of PSUs, for which the reporting person became entitled to 7,369 shares of the issuer's common stock.
- F2Transaction represents withholding of shares to satisfy tax withholding obligation in connection with the vesting and settlement of PSUs as described in footnote 1.
- F3Performance based vesting
- F4Grant 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).
- F5Option 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).
- F6Option 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.