SEC Form 4 · accession 0001127602-18-011041

MB FINANCIAL INC /MD · MBFI

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

Reporting owner

Mitchell Feiger

Officer — President and CEO · Director

Period of report

Mar 7, 2018

Accepted (ET)

Mar 9, 2018 · 8:59 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001139812

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	147,012	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	—	—	—	146,239	I	Revocable Living Trust
Common Stock	holding	—	—	—	65,281	I	Spouse's Revocable Living Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F1,F2	$0.00	Mar 7, 2018	M	18,228	D	—	—	Common Stock	18,228	0	D
Stock Option (Right to Buy)^F3	$29.00	holding	—	—	—	Jun 25, 2012	Jun 25, 2018	Common Stock	54,108	54,108	D
Stock Option (Right to Buy)^F3	$24.65	holding	—	—	—	Jun 25, 2012	Jun 25, 2018	Common Stock	66,275	66,275	D
Stock Option (Right to Buy)^F4	$20.40	holding	—	—	—	Aug 29, 2013	Aug 29, 2022	Common Stock	23,124	23,124	D
Stock Option (Right to Buy)^F4	$27.09	holding	—	—	—	Aug 28, 2014	Aug 28, 2023	Common Stock	18,988	18,988	D
Stock Option (Right to Buy)^F4	$29.80	holding	—	—	—	Feb 26, 2015	Feb 26, 2024	Common Stock	19,648	19,648	D
Stock Option (Right to Buy)^F5	$31.26	holding	—	—	—	Feb 25, 2016	Feb 25, 2025	Common Stock	14,034	14,034	D
Stock Option (Right to Buy)^F6	$30.33	holding	—	—	—	Feb 24, 2017	Feb 24, 2026	Common Stock	20,480	20,480	D
Performance Share Units^F2	$0.00	holding	—	—	—	—	—	Common Stock	23,330	23,330	D
Restricted Stock Units^F7	$0.00	holding	—	—	—	—	—	Common Stock	9,332	9,332	D
Stock Option (Right to Buy)^F8	$45.67	holding	—	—	—	—	—	Common Stock	16,968	16,968	D
Performance Share Units^F2	$0.00	holding	—	—	—	—	—	Common Stock	17,722	17,722	D
Restricted Stock Units^F9	$0.00	holding	—	—	—	—	—	Common Stock	1,697	1,697	D
Restricted Stock Units^F10	$0.00	holding	—	—	—	—	—	Common Stock	10,633	10,633	D
Stock Option (Right to Buy)^F11	$41.01	holding	—	—	—	—	—	Common Stock	20,161	20,161	D
Performance Share Units^F2	$0.00	holding	—	—	—	—	—	Common Stock	23,689	23,689	D
Restricted Stock Units^F12	$0.00	holding	—	—	—	—	—	Common Stock	18,951	18,951	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 18,228 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.
F10Restricted 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).
F11Option 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).
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).
F2Performance based vesting
F3Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
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 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).
F7Restricted 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).
F8Option 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).
F9Restricted 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.