SEC Form 4/A · accession 0001127602-17-004789

MB FINANCIAL INC /MD · MBFI

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Received in exchange for 179,605 shares of the common stock of American Chartered Bancorp, Inc. ("American Chartered") in connection with the merger of American Chartered with and into MB Financial, Inc. ("MB Financial"), which was completed on August 24, 2016. Pursuant to the merger agreement between MB Financial and American Chartered, holders of American Chartered common stock had the right to elect to receive, for each share of American Chartered common stock held by them immediately prior to the effective time of the merger, $9.30 in cash (the "Cash Consideration") or 0.2732 shares of MB Financial common stock, with cash in lieu of fractional MB Financial shares (the "Stock Consideration"), subject to proration based on the elections of other American Chartered security holders. The reporting person elected to receive the Stock Consideration for all of his shares of American Chartered common stock. When the reporting person filed the original Form 4 on August 26, 2016 to report his acquisition of MB Financial shares in the merger (the "Original Form 4"), the proration process had not yet been completed. Accordingly, the Original Form 4 noted that the number of shares reported as having been acquired in the merger by the reporting person, 49,068, assumed no proration. After the proration process was completed, it was determined that the number of shares acquired in the merger by the reporting person was 43,092.