Sec Form 4 Filing - SCUDDER MICHAEL L @ FIRST MIDWEST BANCORP INC - 2018-02-17

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
SCUDDER MICHAEL L
2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
ONE PIERCE PLACE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
02/17/2018
(Street)
ITASCA, IL60143
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 02/17/2018 F 6,215 ( 1 ) D $ 25.08 91,967 D
Common Stock 02/18/2018 F 8,598 ( 2 ) D $ 25.08 83,369 D
Common Stock 770 I By IRA
Common Stock 9,768 ( 3 ) I By NQ Stock Option Gain Deferral Plan
Common Stock 8,556 ( 4 ) I By Profit Sharing Plan Trust
Common Stock 2,307 I By Spouse as Custodian for Daughter
Common Stock 9,175 I By Trust
Common Stock 205,700 I Indirect by Trust for Spouse
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCUDDER MICHAEL L
ONE PIERCE PLACE
SUITE 1500
ITASCA, IL60143
X Chairman, President & CEO
Signatures
Andrea L. Stangl, Attorney-in-fact for Michael L. Scudder 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 17, 2016 the Issuer granted the Reporting Person a Restricted Stock Award (RSA) of 28,169 restricted shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan which were scheduled to vest in two equal annual installments on the second and third anniversary of the date of grant. On February 17, 2018, 14,085 of the originally granted RSAs vested, of which 6,215 shares were surrendered by the Reporting Person in order 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.
( 2 )On February 18, 2015 the Issuer granted the Reporting Person a Restricted Stock Award (RSA) of 27,374 restricted shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan which were scheduled to vest in two equal annual installments on the second and third anniversary of the date of grant. On February 18, 2017, the remaining 19,408 shares of the originally granted RSAs vested, of which 8,598 shares were surrendered by the Reporting Person in order 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.
( 3 )Between March 18, 2017 and January 9, 2018, the Reporting Person acquired 39 shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan pursuant to the Dividend Reinvestment feature of the Plan. This information is based on a Plan statement dated January 9, 2018.
( 4 )Between March 18, 2017 and January 16, 2018, the Reporting Person acquired 34 shares of First Midwest Bancorp, Inc. Common Stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan pursuant to the Dividend Reinvestment feature of the Plan. This information is based on a Plan statement dated January 16, 2018.

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