SEC Form 4 · accession 0001127602-18-012184
FIRST MIDWEST BANCORP INC · FMBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Scudder
Officer — Chairman, President & CEO · Director
Period of report
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 8:48 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 | 4,010 | $25.97 | D | 77,710 | D | |
| Common StockF2 | Mar 15, 2018 | F | 4,182 | $25.97 | D | 73,528 | D | |
| Common StockF3 | Mar 15, 2018 | A | 29,986 | $0.00 | A | 103,514 | D | |
| Common StockF4,F5 | Mar 15, 2018 | F | 4,429 | $25.97 | D | 99,085 | D | |
| Common Stock | holding | — | — | — | 770 | I | By IRA | |
| Common Stock | holding | — | — | — | 9,768 | I | By NQ Stock Option Gain Deferral Plan | |
| Common Stock | holding | — | — | — | 9,175 | I | By Trust | |
| Common Stock | holding | — | — | — | 210,806 | I | Indirect by Trust for Spouse |
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 25,152 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 9,050 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 4,010 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 28,315 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 9,438 of the originally earned performance shares vested and were paid in shares of First Midwest Bancorp, Inc. Common Stock, of which 4,182 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, 9,996 vested immediately and were paid in shares of First Midwest Bancorp, Inc. Common Stock. The remaining 19,990 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 4,429 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.
- F529,428 of these shares are restricted stock units / performance shares.