SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kallenbach Larry

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 N. RIVER ROAD

(Street)

ROSEMONT

60018

(City)

(State)

(Zip)

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)
		Exec. Officer of Subsidiary

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2012		A		22⁽¹⁾	A	$20.99	42,180	D
Common Stock								2,864	I	By 401(k)
Common Stock								1,156	I	By Deferred Comp Plan
Common Stock								7,500	I	By IRA

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$40							07/25/2011⁽²⁾	07/25/2017	Common Stock	3,410		3,410	D
Stock Option (Right to Buy)	$32.89							07/25/2011⁽²⁾	07/25/2017	Common Stock	4,172		4,172	D
Stock Option (Right to Buy)	$29							06/25/2012⁽³⁾	06/25/2018	Common Stock	12,527		12,527	D
Stock Option (Right to Buy)	$24.65							06/25/2012⁽³⁾	06/25/2018	Common Stock	15,344		15,344	D
Stock Option (Right to Buy)	$21.2066							07/18/2006⁽²⁾	07/18/2012	Common Stock	5,700		5,700	D
Stock Option (Right to Buy)	$26.893							07/23/2007⁽²⁾	07/23/2013	Common Stock	4,950		4,950	D
Stock Option (Right to Buy)	$36.05							07/28/2008⁽²⁾	07/28/2014	Common Stock	2,600		2,600	D
Stock Option (Right to Buy)	$42.7							07/20/2009⁽²⁾	07/20/2015	Common Stock	4,693		4,693	D
Stock Option (Right to Buy)	$35.77							07/26/2010⁽²⁾	07/26/2016	Common Stock	5,255		5,255	D
Stock Option (Right to Buy)	$40							07/26/2010⁽²⁾	07/26/2016	Common Stock	3,833		3,833	D

Explanation of Responses:

1. This transaction represents the salary adjustment paid in fully vested shares of MBFI common stock to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan. As a condition of receiving the salary adjustment, the reporting person entered into an agreement with the Company providing that the reporting person may not sell or otherwise transfer the shares of salary stock for two years, except in the event of disability or death.

2. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.

3. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 06/25/2012.

	/s/ Doria L. Koros, Attorney in Fact for Mr. Kallembach	04/02/2012
	** Signature of Reporting Person	Date
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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