SEC Form 4 · accession 0001127602-18-037334

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

Dec 21, 2018

Accepted (ET)

Dec 26, 2018 · 4:52 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^F1	Dec 21, 2018	M	4,738	$37.98	A	186,811	D
Common Stock^F2	Dec 21, 2018	F	2,099	$37.98	D	184,712	D
Common Stock^F4	holding	—	—		—	16,327	I	By 401(k)
Common Stock	holding	—	—		—	1,408	I	By Children
Common Stock^F5	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
Restricted Stock Units^F1,F3	$0.00	Dec 21, 2018	M	4,738	D	—	—	Common Stock	4,738	14,213	D
Stock Option (Right to Buy)^F6	$20.40	holding	—	—	—	Aug 29, 2013	Aug 29, 2022	Common Stock	23,124	23,124	D
Stock Option (Right to Buy)^F6	$27.09	holding	—	—	—	Aug 28, 2014	Aug 28, 2023	Common Stock	18,988	18,988	D
Stock Option (Right to Buy)^F6	$29.80	holding	—	—	—	Feb 26, 2015	Feb 26, 2024	Common Stock	19,648	19,648	D
Stock Option (Right to Buy)^F7	$31.26	holding	—	—	—	Feb 25, 2016	Feb 25, 2025	Common Stock	14,034	14,034	D
Stock Option (Right to Buy)^F8	$30.33	holding	—	—	—	Feb 24, 2017	Feb 24, 2026	Common Stock	20,480	20,480	D
Performance Share Units^F9	$0.00	holding	—	—	—	—	—	Common Stock	23,330	23,330	D
Restricted Stock Units^F10	$0.00	holding	—	—	—	—	—	Common Stock	9,332	9,332	D
Stock Option (Right to Buy)^F11	$45.67	holding	—	—	—	—	—	Common Stock	16,968	16,968	D
Performance Share Units^F9	$0.00	holding	—	—	—	—	—	Common Stock	17,722	17,722	D
Restricted Stock Units^F12	$0.00	holding	—	—	—	—	—	Common Stock	1,697	1,697	D
Restricted Stock Units^F13	$0.00	holding	—	—	—	—	—	Common Stock	10,633	10,633	D
Stock Option (Right to Buy)^F14	$41.01	holding	—	—	—	—	—	Common Stock	20,161	20,161	D
Performance Share Units^F9	$0.00	holding	—	—	—	—	—	Common Stock	23,689	23,689	D

Explanation of responses

F1Transaction represents the settlement of restricted stock units.
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 24, 2017).
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 22, 2018).
F12Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. One-half of the restricted stock units vested on February 22, 2018 and one-half of the restricted stock units are scheduled to vest on February 22, 2019.
F13Restricted 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).
F14Option 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).
F2Transaction represents withholding of shares to satisfy tax withholding obligation upon settlement of restricted stock units.
F3Restricted 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 remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020.
F4Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's 401(k) Profit Sharing Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares will fluctuate with changes in the market price of the Issuer's common stock.
F5Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's Stock Deferred Compensation Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares will fluctuate with changes in the market price of the Issuer's common stock.
F6Grant 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).
F7Option 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).
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 24, 2017).
F9Performance based vesting