SEC Form 4 · accession 0001127602-18-011035
MB FINANCIAL INC /MD · MBFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall Conte
Officer — Vice President and CFO
Period of report
Mar 7, 2018
Accepted (ET)
Mar 9, 2018 · 8:51 pm EST
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 | holding | — | — | — | 19,824 | D | ||
| Common StockF1 | holding | — | — | — | 39,286 | I | By IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2,F3 | $0.00 | Mar 7, 2018 | M | 4,523 | D | — | — | Common Stock | 4,523 | 0 | D |
| Stock Option (Right to Buy)F4 | $31.26 | holding | — | — | — | Feb 25, 2016 | Feb 25, 2025 | Common Stock | 3,482 | 3,482 | D |
| Stock Option (Right to Buy)F5 | $30.33 | holding | — | — | — | Feb 24, 2017 | Feb 24, 2026 | Common Stock | 4,721 | 4,721 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,378 | 5,378 | D |
| Restricted Stock UnitsF6 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,151 | 2,151 | D |
| Stock Option (Right to Buy)F7 | $45.67 | holding | — | — | — | — | — | Common Stock | 3,774 | 3,774 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,941 | 3,941 | D |
| Restricted Stock UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 481 | 481 | D |
| Restricted Stock UnitsF9 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,364 | 2,364 | D |
| Stock Option (Right to Buy)F10 | $41.01 | holding | — | — | — | — | — | Common Stock | 3,735 | 3,735 | D |
| Performance Share UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,389 | 4,389 | D |
| Restricted Stock UnitsF11 | $0.00 | holding | — | — | — | — | — | Common Stock | 597 | 597 | D |
| Restricted Stock UnitsF12 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,511 | 3,511 | D |
Explanation of responses
- F1Represents shares held by Randall T. Conte, CGM IRA Rollover Custodian
- F10Option 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 28, 2019).
- F11Restricted 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 28, 2019 and one-half of the restricted stock units are scheduled to vest on February 28, 2020.
- F12Restricted 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 28, 2019).
- F2Transaction 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 4,523 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, which was below the minimum level of achievement, the reporting person did not earn any of the PSUs and was not issued any shares upon settlement of the PSUs.
- F3Performance based vesting
- F4Option 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).
- F5Option 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).
- F6Restricted 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).
- F7Option 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).
- F8Restricted 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.
- F9Restricted 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).