Sec Form 4 Filing - HALLENE JAMES N @ MB FINANCIAL INC /MD - 2019-03-22

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 HALLENE JAMES N 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2019 (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 03/22/2019 D 25,669 D $ 0 ( 1 ) 0 D Common Stock 03/22/2019 D 1,449 ( 2 ) D $ 0 ( 1 ) 0 I By Deferred Comp Plan Common Stock 03/22/2019 D 1,456 D $ 0 ( 1 ) 0 I By SEP

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) $ 27.05 03/22/2019 D 4,097 06/30/2014( 3 )( 4 ) 06/30/2019 Common Stock 4,097 $ 0 0 D Stock Option (Right to Buy) $ 27.68 03/22/2019 D 2,476 09/30/2014( 3 )( 4 ) 09/30/2019 Common Stock 2,476 $ 0 0 D Stock Option (Right to Buy) $ 32.86 03/22/2019 D 1,891 12/31/2014( 3 )( 4 ) 12/31/2019 Common Stock 1,891 $ 0 0 D Stock Option (Right to Buy) $ 31.31 03/22/2019 D 1,675 03/31/2015( 3 )( 4 ) 03/31/2020 Common Stock 1,675 $ 0 0 D Stock Option (Right to Buy) $ 34.44 03/22/2019 D 2,295 06/30/2015( 3 )( 4 ) 06/30/2020 Common Stock 2,295 $ 0 0 D Stock Option (Right to Buy) $ 32.64 03/22/2019 D 2,282 09/30/2015( 3 )( 4 ) 09/30/2020 Common Stock 2,282 $ 0 0 D Stock Option (Right to Buy) $ 32.37 03/22/2019 D 2,299 12/31/2015( 3 )( 4 ) 12/31/2020 Common Stock 2,299 $ 0 0 D Stock Option (Right to Buy) $ 32.45 03/22/2019 D 1,984 03/31/2016( 3 )( 4 ) 03/31/2021 Common Stock 1,984 $ 0 0 D Stock Option (Right to Buy) $ 36.28 03/22/2019 D 1,664 06/30/2016( 3 )( 4 ) 06/30/2021 Common Stock 1,664 $ 0 0 D Stock Option (Right to Buy) $ 38.04 03/22/2019 D 3,320 09/30/2016( 3 )( 4 ) 09/30/2021 Common Stock 3,320 $ 0 0 D Stock Option (Right to Buy) $ 47.23 03/22/2019 D 1,516 12/30/2016( 3 )( 4 ) 12/30/2021 Common Stock 1,516 $ 0 0 D Stock Option (Right to Buy) $ 42.82 03/22/2019 D 1,660 03/31/2017( 3 )( 4 ) 03/31/2022 Common Stock 1,660 $ 0 0 D Stock Option (Right to Buy) $ 44.04 03/22/2019 D 1,764 06/30/2017( 3 )( 4 ) 06/30/2022 Common Stock 1,764 $ 0 0 D Stock Option (Right to Buy) $ 45.02 03/22/2019 D 1,583 09/29/2017( 3 )( 4 ) 09/30/2022 Common Stock 1,583 $ 0 0 D Stock Option (Right to Buy) $ 44.52 03/22/2019 D 1,644 12/29/2017( 3 )( 4 ) 12/29/2022 Common Stock 1,644 $ 0 0 D Stock Option (Right to Buy) $ 40.48 03/22/2019 D 1,550 03/30/2018( 3 )( 4 ) 03/30/2023 Common Stock 1,550 $ 0 0 D Stock Option (Right to Buy) $ 46.7 03/22/2019 D 1,453 06/29/2018( 3 )( 4 ) 06/29/2023 Common Stock 1,453 $ 0 0 D Stock Option (Right to Buy) $ 46.11 03/22/2019 D 2,555 09/28/2018( 3 )( 4 ) 09/28/2023 Common Stock 2,555 $ 0 0 D Stock Option (Right to Buy) $ 39.63 03/22/2019 D 3,151 12/31/2018( 3 )( 4 ) 12/31/2023 Common Stock 3,151 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALLENE JAMES N C/O MB FINANCIAL, INC. 6111 NORTH RIVER ROAD ROSEMONT, IL60018 X Signatures /s/ Doria L. Koros, attorney-in-fact for Mr. Hallene 03/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of upon completion of the merger (the "Merger") of a wholly owned subsidiary of Fifth Third Bancorp ("Fifth Third") with and into the Issuer, effective March 22, 2019. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018, between the Issuer and Fifth Third (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's common stock converted into the right to receive 1.45 shares of Fifth Third common stock and $5.54 in cash. The closing price per share of Fifth Third common stock on March 21, 2019, the last trading day prior to completion of the Merger, was $25.48. ( 2 )Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's Stock Deferred Compensation Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares fluctuated with changes in the market price of the Issuer's common stock. ( 3 )Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested. ( 4 )This option was assumed by Fifth Third upon completion of the Merger and converted into an option to purchase Fifth Third common stock as provided under the terms of the Merger Agreement.

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