SEC Form 4 · accession 0001127602-18-012169
FIRST MIDWEST BANCORP INC · FMBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nicholas J Chulos
Officer — EVP, Gen. Counsel, Corp. Sec'y
Period of report
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 8:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000702325
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 15, 2018 | F | 429 | $25.97 | D | 41,473 | D | |
| Common StockF2 | Mar 15, 2018 | F | 368 | $25.97 | D | 41,105 | D | |
| Common StockF3 | Mar 15, 2018 | A | 3,064 | $0.00 | A | 44,169 | D | |
| Common StockF4,F5 | Mar 15, 2018 | F | 454 | $25.97 | D | 43,715 | D | |
| Common StockF6 | holding | — | — | — | 6,688 | I | By Profit Sharing Plan Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 20, 2013, the Issuer granted the Reporting Person a performance shares award under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, subject to a three year (2013-2015) performance period, as to which 2,898 performance shares were earned on March 15, 2016. The earned performance shares were scheduled to vest in three equal annual installments on the date earned and the first and second anniversary thereof. On March 15, 2018, the third installment of 966 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 429 shares were surrendered by the Reporting Person to satisfy tax withholding obligations. This form is being filed to reflect the surrender of such shares to satisfy the Reporting Person's tax withholding obligation.
- F2On February 19, 2014, the Issuer granted the Reporting Person a performance shares award under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan, subject to a three year (2014-2016) performance period, as to which 2,486 performance shares were earned on March 15, 2017. The earned performance shares were scheduled to vest in three equal annual installments on the date earned and the first and second anniversary thereof. On March 15, 2018, the second installment of 829 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 368 shares were surrendered by the Reporting Person to satisfy tax withholding obligations. This form is being filed to reflect the surrender of such shares to satisfy the Reporting Person's tax withholding obligation.
- F3Represents performance shares earned by the Reporting Person on March 15, 2018. The performance shares were granted by the Issuer to the Reporting Person under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan on February 18, 2015, subject to a three year (2015-2017) performance period. Of the performance shares earned, 1,022 vested immediately and were paid in shares of First Midwest Bancorp, Inc. Common Stock. The remaining 2,042 earned performance shares represent the right to receive shares of First Midwest Bancorp, Inc. Common Stock upon satisfaction of a service-based vesting requirement and are scheduled to vest in two equal annual installments on March 15, 2019 and March 15, 2020.
- F4Reflects the surrender of 454 shares of First Midwest Bancorp, Inc. Common Stock to satisfy the Reporting Person's tax withholding obligation in connection with the vesting of the first tranche of the earned performance shares described in note 3.
- F52,870 of these shares are restricted stock units / performance shares.
- F6Between February 22, 2018 and March 7, 2018, the Reporting Person acquired the following shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan: (a) 20 shares pursuant to match contributions from the Company; (b) 26 shares pursuant to payroll contributions; and (c) 1 share was sold to pay administrative fees. This information is based on a Plan statement dated March 7, 2018.