Sec Form 4 Filing - FEIGER MITCHELL @ MB FINANCIAL INC /MD - 2016-09-06

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
FEIGER MITCHELL
2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2016
(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 09/06/2016 S 6,500 D $ 38.69 146,239 I Revocable Living Trust
Common Stock 119,997 D
Common Stock 16,327 I By 401(k)
Common Stock 1,408 I By Children
Common Stock 7,994 I By Deferred Comp Plan
Common Stock 15,775 I By Ira
Common Stock 12,148 I By Spouse's IRA
Common Stock 28,180 I By Trust
Common Stock 65,281 I Spouse's Revocable Living Trust
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) $ 40 07/25/2011( 1 ) 07/25/2017 Common Stock 34,091 34,091 D
Stock Option (Right to Buy) $ 32.89 07/25/2011( 1 ) 07/25/2017 Common Stock 41,714 41,714 D
Stock Option (Right to Buy) $ 29 06/25/2012 06/25/2018( 1 ) Common Stock 54,108 54,108 D
Stock Option (Right to Buy) $ 24.65 06/25/2012 06/25/2018( 1 ) Common Stock 66,275 66,275 D
Stock Option (Right to Buy) $ 20.4 08/29/2013( 2 ) 08/29/2022 Common Stock 23,124 23,124 D
Stock Option (Right to Buy) $ 27.09 08/28/2014( 2 ) 08/28/2023 Common Stock 18,988 18,988 D
Performance Share Units $ 0 ( 3 ) ( 3 ) Common Stock 22,078 22,078 D
Stock Option (Right to Buy) $ 29.8 02/26/2015( 2 ) 02/26/2024( 2 ) Common Stock 19,648 19,648 D
Performance Share Units $ 0 ( 3 ) ( 3 ) Common Stock 20,935 20,935 D
Stock Option (Right to Buy) $ 31.26 02/25/2016( 4 ) 02/25/2025( 4 ) Common Stock 14,034 14,034 D
Performance Share Units $ 0 ( 3 ) ( 3 ) Common Stock 18,228 18,228 D
Stock Option (Right to Buy) $ 30.33 02/24/2017( 5 ) 02/24/2026( 5 ) Common Stock 20,480 20,480 D
Performance Share Units $ 0 ( 3 ) ( 3 ) Common Stock 23,330 23,330 D
Restricted Stock Units $ 0 ( 6 ) ( 6 ) Common Stock 2,404 2,404 D
Restricted Stock Units $ 0 ( 7 ) ( 7 ) Common Stock 18,664 18,664 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FEIGER MITCHELL
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT, IL60018
X President and CEO
Signatures
/s/ Doria L. Koros, Attorney-in-fact for Mr. Feiger 09/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
( 2 )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).
( 3 )Performance based vesting
( 4 )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).
( 5 )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).
( 6 )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.
( 7 )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).

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