SEC Form 4 · accession 0001127602-18-037360

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

Dec 21, 2018

Accepted (ET)

Dec 26, 2018 · 8:58 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	1,076	$37.98	A	20,900	D
Common Stock^F1	Dec 21, 2018	M	788	$37.98	A	21,688	D
Common Stock^F1	Dec 21, 2018	M	481	$37.98	A	22,169	D
Common Stock^F1	Dec 21, 2018	M	299	$37.98	A	22,468	D
Common Stock^F1	Dec 21, 2018	M	878	$37.98	A	23,346	D
Common Stock^F2	Dec 21, 2018	F	1,563	$37.98	D	21,783	D
Common Stock^F3	Dec 21, 2018	F	401	$37.98	D	21,382	D
Common Stock^F4	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
Restricted Stock Units^F1,F5	$0.00	Dec 21, 2018	M	1,076	D	—	—	Common Stock	1,076	1,075	D
Restricted Stock Units^F1,F6	$0.00	Dec 21, 2018	M	788	D	—	—	Common Stock	788	1,576	D
Restricted Stock Units^F1,F7	$0.00	Dec 21, 2018	M	481	D	—	—	Common Stock	481	0	D
Restricted Stock Units^F1,F8	$0.00	Dec 21, 2018	M	299	D	—	—	Common Stock	299	298	D
Restricted Stock Units^F1,F9	$0.00	Dec 21, 2018	M	878	D	—	—	Common Stock	878	2,633	D
Stock Option (Right to Buy)^F10	$31.26	holding	—	—	—	Feb 25, 2016	Feb 25, 2025	Common Stock	3,482	3,482	D
Stock Option (Right to Buy)^F11	$30.33	holding	—	—	—	Feb 24, 2017	Feb 24, 2026	Common Stock	4,721	4,721	D
Performance Share Units^F12	$0.00	holding	—	—	—	—	—	Common Stock	5,378	5,378	D
Stock Option (Right to Buy)^F13	$45.67	holding	—	—	—	—	—	Common Stock	3,774	3,774	D
Performance Share Units^F12	$0.00	holding	—	—	—	—	—	Common Stock	3,941	3,941	D
Stock Option (Right to Buy)^F14	$41.01	holding	—	—	—	—	—	Common Stock	3,735	3,735	D
Performance Share Units^F12	$0.00	holding	—	—	—	—	—	Common Stock	4,389	4,389	D

Explanation of responses

F1Transaction represents 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).
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 shares held by Randall T. Conte, CGM IRA Rollover Custodian
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.