SEC Form 4 · accession 0001127602-18-037356

MB FINANCIAL INC /MD · MBFI

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

Reporting owner

Jill E York

Officer — Vice President

Period of report

Dec 21, 2018

Accepted (ET)

Dec 26, 2018 · 8:00 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	1,381	$37.98	A	64,072	D
Common Stock^F1	Dec 21, 2018	M	851	$37.98	A	64,923	D
Common Stock^F1	Dec 21, 2018	M	525	$37.98	A	65,448	D
Common Stock^F1	Dec 21, 2018	M	531	$37.98	A	65,979	D
Common Stock^F1	Dec 21, 2018	M	1,090	$37.98	A	67,069	D
Common Stock^F2	Dec 21, 2018	F	1,941	$37.98	D	65,128	D
Common Stock^F3	Dec 21, 2018	F	520	$37.98	D	64,608	D
Common Stock^F4	holding	—	—		—	572	I	By Deferred Comp Plan
Common Stock	holding	—	—		—	20	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
Restricted Stock Units^F1,F5	$0.00	Dec 21, 2018	M	1,381	D	—	—	Common Stock	1,381	1,381	D
Restricted Stock Units^F1,F6	$0.00	Dec 21, 2018	M	851	D	—	—	Common Stock	851	1,702	D
Restricted Stock Units^F1,F7	$0.00	Dec 21, 2018	M	525	D	—	—	Common Stock	525	0	D
Restricted Stock Units^F1,F8	$0.00	Dec 21, 2018	M	531	D	—	—	Common Stock	531	530	D
Restricted Stock Units^F1,F9	$0.00	Dec 21, 2018	M	1,090	D	—	—	Common Stock	1,090	3,270	D
Stock Option (Right to Buy)^F10	$20.40	holding	—	—	—	Aug 29, 2013	Aug 29, 2022	Common Stock	7,229	7,229	D
Stock Option (Right to Buy)^F10	$27.09	holding	—	—	—	Aug 28, 2014	Aug 28, 2023	Common Stock	6,624	6,624	D
Stock Option (Right to Buy)^F10	$29.80	holding	—	—	—	Feb 26, 2015	Feb 26, 2024	Common Stock	6,259	6,259	D
Stock Option (Right to Buy)^F11	$31.26	holding	—	—	—	Feb 25, 2016	Feb 25, 2025	Common Stock	4,512	4,512	D
Stock Option (Right to Buy)^F12	$30.33	holding	—	—	—	Feb 24, 2017	Feb 24, 2026	Common Stock	6,062	6,062	D
Performance Share Units^F13	$0.00	holding	—	—	—	—	—	Common Stock	6,905	6,905	D
Stock Option (Right to Buy)^F14	$45.67	holding	—	—	—	—	—	Common Stock	4,075	4,075	D
Performance Share Units^F13	$0.00	holding	—	—	—	—	—	Common Stock	4,257	4,257	D
Stock Option (Right to Buy)^F15	$41.01	holding	—	—	—	—	—	Common Stock	4,638	4,638	D
Performance Share Units^F13	$0.00	holding	—	—	—	—	—	Common Stock	5,450	5,450	D

Explanation of responses

F1Transaction represents the settlement of restricted stock units.
F10Grant 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).
F11Option 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).
F12Option 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).
F13Performance based vesting
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 22, 2018).
F15Option 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.
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 24, 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 22, 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 on February 28, 2020.
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 remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020.