SEC Form 4 · accession 0001127602-18-037336
MB FINANCIAL INC /MD · MBFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A. Heckler
Other
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 5:47 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 StockF1 | Dec 21, 2018 | M | 1,068 | $37.98 | A | 43,450 | D | |
| Common StockF1 | Dec 21, 2018 | M | 788 | $37.98 | A | 44,238 | D | |
| Common StockF1 | Dec 21, 2018 | M | 536 | $37.98 | A | 44,774 | D | |
| Common StockF1 | Dec 21, 2018 | M | 689 | $37.98 | A | 45,463 | D | |
| Common StockF1 | Dec 21, 2018 | M | 1,010 | $37.98 | A | 46,473 | D | |
| Common StockF2 | Dec 21, 2018 | F | 1,816 | $37.98 | D | 44,657 | D | |
| Common StockF3 | Dec 21, 2018 | F | 354 | $37.98 | D | 44,303 | D | |
| Common StockF4 | holding | — | — | — | 1,832 | I | By Deferred Comp Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F5 | $0.00 | Dec 21, 2018 | M | 1,068 | D | — | — | Common Stock | 1,068 | 1,068 | D |
| Restricted Stock UnitsF1,F6 | $0.00 | Dec 21, 2018 | M | 788 | D | — | — | Common Stock | 788 | 1,576 | D |
| Restricted Stock UnitsF1,F7 | $0.00 | Dec 21, 2018 | M | 536 | D | — | — | Common Stock | 536 | 0 | D |
| Restricted Stock UnitsF1,F5 | $0.00 | Dec 21, 2018 | M | 689 | D | — | — | Common Stock | 689 | 689 | D |
| Restricted Stock UnitsF1,F8 | $0.00 | Dec 21, 2018 | M | 1,010 | D | — | — | Common Stock | 1,010 | 3,028 | D |
| Stock Option (Right to Buy)F9 | $20.40 | holding | — | — | — | Aug 29, 2013 | Aug 29, 2022 | Common Stock | 4,343 | 4,343 | D |
| Stock Option (Right to Buy)F9 | $27.09 | holding | — | — | — | Aug 28, 2014 | Aug 28, 2023 | Common Stock | 4,241 | 4,241 | D |
| Stock Option (Right to Buy)F9 | $29.80 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2024 | Common Stock | 4,007 | 4,007 | D |
| Stock Option (Right to Buy)F10 | $31.26 | holding | — | — | — | Feb 25, 2016 | Feb 25, 2025 | Common Stock | 3,076 | 3,076 | D |
| Stock Option (Right to Buy)F11 | $30.33 | holding | — | — | — | Feb 24, 2017 | Feb 24, 2026 | Common Stock | 4,689 | 4,689 | D |
| Performance Share UnitsF12 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,341 | 5,341 | D |
| Stock Option (Right to Buy)F13 | $45.67 | holding | — | — | — | — | — | Common Stock | 3,774 | 3,774 | D |
| Performance Share UnitsF12 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,941 | 3,941 | D |
| Stock Option (Right to Buy)F14 | $41.01 | holding | — | — | — | — | — | Common Stock | 4,296 | 4,296 | D |
| Performance Share UnitsF12 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,048 | 5,048 | D |
| Stock Option (Right to Buy)F15 | $12.09 | holding | — | — | — | Jul 22, 2013 | Jul 22, 2019 | Common Stock | 3,825 | 3,825 | D |
| Stock Option (Right to Buy)F15 | $17.20 | holding | — | — | — | Jul 28, 2014 | Sep 28, 2020 | Common Stock | 4,100 | 4,100 | D |
Explanation of responses
- F1Transaction represents the settlement of restricted stock units.
- F10Option 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).
- 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 24, 2017).
- F12Performance based vesting
- F13Option 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).
- 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).
- F15Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.
- F2Transaction represents withholding of shares to satisfy tax withholding obligation upon settlement of restricted stock units.
- F3Transaction represents withholding of shares to satisfy tax withholding obligation upon vesting of restricted stock.
- F4Represents 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.
- F5Restricted 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 on February 28, 2020.
- 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 remaining restricted stock units are scheduled to vest in one-half annual increments beginning February 28, 2020.
- 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.
- F8Restricted 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.
- F9Grant 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).