SEC Form 4 · accession 0001127602-19-009067
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
Feb 27, 2019
Accepted (ET)
Feb 28, 2019 · 9:44 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 | Feb 27, 2019 | M | 7,783 | $45.58 | A | 72,391 | D | |
| Common StockF2 | Feb 27, 2019 | F | 3,502 | $45.58 | D | 68,889 | D | |
| Common Stock | Feb 28, 2019 | S | 10,000 | $45.6511 | D | 58,889 | D | |
| Common StockF3 | holding | — | — | — | 648 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF1,F4 | $0.00 | Feb 27, 2019 | M | 7,783 | D | — | — | Common Stock | 7,783 | 0 | D |
| Stock Option (Right to Buy)F5 | $20.40 | holding | — | — | — | Aug 29, 2013 | Aug 29, 2022 | Common Stock | 7,229 | 7,229 | D |
| Stock Option (Right to Buy)F5 | $27.09 | holding | — | — | — | Aug 28, 2014 | Aug 28, 2023 | Common Stock | 6,624 | 6,624 | D |
| Stock Option (Right to Buy)F5 | $29.80 | holding | — | — | — | Feb 26, 2015 | Feb 26, 2024 | Common Stock | 6,259 | 6,259 | D |
| Stock Option (Right to Buy)F6 | $31.26 | holding | — | — | — | Feb 25, 2016 | Feb 25, 2025 | Common Stock | 4,512 | 4,512 | D |
| Stock Option (Right to Buy)F7 | $30.33 | holding | — | — | — | Feb 24, 2017 | Feb 24, 2026 | Common Stock | 6,062 | 6,062 | D |
| Restricted Stock UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,381 | 1,381 | D |
| Stock Option (Right to Buy)F9 | $45.67 | holding | — | — | — | — | — | Common Stock | 4,075 | 4,075 | D |
| Performance Share UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,257 | 4,257 | D |
| Restricted Stock UnitsF10 | $0.00 | holding | — | — | — | — | — | Common Stock | 1,702 | 1,702 | D |
| Stock Option (Right to Buy)F11 | $41.01 | holding | — | — | — | — | — | Common Stock | 4,638 | 4,638 | D |
| Performance Share UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,450 | 5,450 | D |
| Restricted Stock UnitsF12 | $0.00 | holding | — | — | — | — | — | Common Stock | 530 | 530 | D |
| Restricted Stock UnitsF13 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,270 | 3,270 | 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 6,905 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, the reporting person vested in 7,783 PSUs, representing 112.72% of the target number of PSUs, for which the reporting person became entitled to 7,783 shares of the issuer's common stock.
- 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 remaining restricted stock units are scheduled to vest in one-half annual increments beginning February 22, 2020.
- 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 remaining restricted stock units are scheduled to vest on February 28, 2020.
- 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 remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020.
- F2Transaction represents withholding of shares to satisfy tax withholding obligation in connection with the vesting and settlement of PSUs as described in footnote 1.
- F3Represents 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.
- F4Performance based vesting
- F5Grant 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).
- F6Option 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).
- F7Option 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).
- 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 24, 2020.
- F9Option 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).