Sec Form 4 Filing - FIELD BURTON J @ MB FINANCIAL INC /MD - 2014-02-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FIELD BURTON J
2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Vice President/Exec. Officer of Subsidiary
(Last) (First) (Middle)
C/O MB FINANCIAL, INC., 6111 N. RIVER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2014
(Street)
ROSEMONT, IL60018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/27/2014 M( 1 ) 870 A $ 30.11 117,889 D
Common Stock 02/27/2014 F 327 ( 2 ) D $ 30.11 117,562 D
Common Stock 02/27/2014 S 8,132 D $ 30 109,430 D
Common Stock 970 I By 401(k)
Common Stock 8,419 I By Deferred Comp Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 29.8 02/26/2014 A 961 02/26/2015( 3 ) 02/26/2024( 3 ) Common Stock 961 $ 0 961 D
Performance Share Units $ 0 02/26/2014 A 1,024 ( 4 ) ( 4 ) Common Stock 1,024 $ 0 1,024 D
Restricted Stock Units $ 0 02/26/2014 A 819 ( 5 ) ( 5 ) Common Stock 819 $ 0 819 D
Restricted Stock Units $ 0 02/27/2014 M( 1 ) 870 ( 6 ) ( 6 ) Common Stock 870 $ 0 870 D
Stock Option (Right to Buy) $ 40 07/25/2011( 7 ) 07/25/2017 Common Stock 2,370 2,370 D
Stock Option (Right to Buy) $ 32.89 07/25/2011( 7 ) 07/25/2017 Common Stock 2,900 2,900 D
Stock Option (Right to Buy) $ 24.65 06/25/2012( 7 ) 06/25/2018 Common Stock 6,805 6,805 D
Stock Option (Right to Buy) $ 29 06/25/2012( 7 ) 06/25/2018 Common Stock 5,556 5,556 D
Stock Option (Right to Buy) $ 20.4 08/29/2013( 3 ) 08/29/2022 Common Stock 1,274 1,274 D
Performance Share Units $ 0 ( 4 ) ( 4 ) Common Stock 1,465 1,465 D
Stock Option (Right to Buy) $ 27.09 08/28/2014( 3 ) 08/28/2023 Common Stock 763 763 D
Performance Share Units $ 0 ( 4 ) ( 4 ) Common Stock 887 887 D
Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 710 710 D
Stock Option (Right to Buy) $ 37.06 08/24/2008( 7 ) 08/24/2014 Common Stock 4,039 4,039 D
Stock Option (Right to Buy) $ 42.7 07/20/2009( 7 ) 07/20/2015 Common Stock 4,196 4,196 D
Stock Option (Right to Buy) $ 35.77 07/26/2010( 7 ) 07/26/2016 Common Stock 2,463 2,463 D
Stock Option (Right to Buy) $ 40 07/26/2010( 7 ) 07/26/2016 Common Stock 1,797 1,797 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIELD BURTON J
C/O MB FINANCIAL, INC.
6111 N. RIVER ROAD
ROSEMONT, IL60018
Vice President Exec. Officer of Subsidiary
Signatures
/s/ Doria L. Koros, Attorney in Fact for Mr. Field 02/28/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects settlement in stock of restricted stock units upon vesting.
( 2 )Transaction represents withholding of shares to satisfy tax withholding obligation upon vesting of restricted stock units.
( 3 )Grant 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).
( 4 )Performance based vesting
( 5 )Transaction represents the grant of restricted stock units to the reporting person equal to the same amount of shares of common stock under the Issuer's Amended and Restated Omnibus Incentive Plan. The restricted stock units will vest ratably over 4 years (25% per year).
( 6 )Transaction represents the grant of restricted stock units to the reporting person equal to 1,740 shares of common stock under the Issuer's Amended and Restated Omnibus Incentive Plan. The restricted stock units will vest ratably over two years (50% per year).
( 7 )Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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