Sec Form 4 Filing - Sharkey Michael @ MB FINANCIAL INC /MD - 2016-04-25

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
Sharkey Michael
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
_____ Officer (give title below) X __ Other (specify below)
EVP of Subsidiary
(Last) (First) (Middle)
C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2016
(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 04/25/2016 S 3,500 D $ 34.83 32,570 I By Revocable Trust ( 1 )
Common Stock 04/25/2016 S 3,500 D $ 34.83 32,571 I By Revocable Trust ( 2 )
Common Stock 59,428 D
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) $ 31.26 02/25/2016( 3 ) 02/25/2025( 3 ) Common Stock 3,522 3,522 D
Performance Share Units $ 0 ( 4 ) ( 4 ) Common Stock 4,575 4,575 D
Restricted Stock Units $ 0 ( 5 ) ( 5 ) Common Stock 2,745 2,745 D
Stock Option (Right to Buy) $ 30.33 02/24/2017( 6 ) 02/24/2026( 6 ) Common Stock 4,139 4,139 D
Performance Share Units $ 0 ( 4 ) ( 4 ) Common Stock 4,715 4,715 D
Restricted Stock Units $ 0 ( 7 ) ( 7 ) Common Stock 297 297 D
Restricted Stock Units $ 0 ( 8 ) ( 8 ) Common Stock 3,772 3,772 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sharkey Michael
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT, IL60018
EVP of Subsidiary
Signatures
/s/ Doria L. Koros, Attorney-in fact for Michael D. Sharkey 04/26/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held by the Michael D. Sharkey Revocable Trust under agreement dated February 8, 2004.
( 2 )Represents shares held by the Susan D. Sharkey Revocable Trust under agreement dated February 8, 2004.
( 3 )Option 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).
( 4 )Performance based vesting
( 5 )Restricted 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 restricted stock units vest annually over 4 years (25% per year beginning on February 25, 2016).
( 6 )Option 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).
( 7 )Restricted stock units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. One-half of the restricted stock units are scheduled to vest on February 24, 2017 and one-half of the restricted stock units are scheduled to vest on February 24, 2018.
( 8 )Restricted 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 restricted stock units vest annually over 4 years (25% per year beginning February 24, 2017).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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