SEC Form 4 · accession 0001127602-15-027055

MB FINANCIAL INC /MD · MBFI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Sep 11, 2015

Accepted (ET)

Sep 15, 2015 · 9:44 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 Stock^F1	Sep 11, 2015	M	39,238	—	A	141,591	D
Common Stock^F2	Sep 11, 2015	F	16,126	$32.28	D	125,465	D
Common Stock	holding	—	—		—	16,327	I	By 401(k)
Common Stock	holding	—	—		—	1,408	I	By Children
Common Stock	holding	—	—		—	7,994	I	By Deferred Comp Plan
Common Stock	holding	—	—		—	15,775	I	By Ira
Common Stock	holding	—	—		—	12,148	I	By Spouse's IRA
Common Stock	holding	—	—		—	28,180	I	By Trust
Common Stock	holding	—	—		—	169,939	I	Revocable Living Trust
Common Stock	holding	—	—		—	65,281	I	Spouse's Revocable Living Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F1,F3	$0.00	Sep 11, 2015	M	39,238	D	—	—	Common Stock	39,238	0	D
Stock Option (Right to Buy)^F4	$40.00	holding	—	—	—	Jul 25, 2011	Jul 25, 2017	Common Stock	34,091	34,091	D
Stock Option (Right to Buy)^F4	$32.89	holding	—	—	—	Jul 25, 2011	Jul 25, 2017	Common Stock	41,714	41,714	D
Stock Option (Right to Buy)^F4	$29.00	holding	—	—	—	Jun 25, 2012	Jun 25, 2018	Common Stock	54,108	54,108	D
Stock Option (Right to Buy)^F4	$24.65	holding	—	—	—	Jun 25, 2012	Jun 25, 2018	Common Stock	66,275	66,275	D
Stock Option (Right to Buy)^F5	$20.40	holding	—	—	—	Aug 29, 2013	Aug 29, 2022	Common Stock	23,124	23,124	D
Stock Option (Right to Buy)^F5	$27.09	holding	—	—	—	Aug 28, 2014	Aug 28, 2023	Common Stock	18,988	18,988	D
Performance Share Units^F3	$0.00	holding	—	—	—	—	—	Common Stock	22,078	22,078	D
Stock Option (Right to Buy)^F5	$29.80	holding	—	—	—	Feb 26, 2015	Feb 26, 2024	Common Stock	19,648	19,648	D
Performance Share Units^F3	$0.00	holding	—	—	—	—	—	Common Stock	20,935	20,935	D
Stock Option (Right to Buy)^F6	$31.26	holding	—	—	—	Feb 25, 2016	Feb 25, 2025	Common Stock	14,034	14,034	D
Performance Share Units^F3	$0.00	holding	—	—	—	—	—	Common Stock	18,228	18,228	D
Stock Option (Right to Buy)^F4	$35.77	holding	—	—	—	Jul 26, 2010	Jul 26, 2016	Common Stock	33,522	33,522	D
Stock Option (Right to Buy)^F4	$40.00	holding	—	—	—	Jul 26, 2010	Jul 26, 2016	Common Stock	24,451	24,451	D

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 26,593 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 39,238 PSUs, representing 147.55% of the target number of PSUs, for which the reporting person became entitled to 39,238 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 1997 Omnibus Incentive Plan. The option is 100% vested.
F5Grant 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).
F6Option 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).