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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* M3 PARTNERS LP (Last) (First) (Middle) 215 S. STATE STREET SUITE 1170 (Street) SALT LAKE CITY UT 84111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MIDWEST BANC HOLDINGS INC [ MHBIP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Series A Convertible Preferred Stock(1)	12/07/2009(1)		S		8,125(1)	D	$2.9238(1)	333,247(1)	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* M3 PARTNERS LP (Last) (First) (Middle) 215 S. STATE STREET SUITE 1170 (Street) SALT LAKE CITY UT 84111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* M3 Funds, LLC (Last) (First) (Middle) 215 S. STATE STREET SUITE 1170 (Street) SALT LAKE CITY UT 84111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Waller William Chester (Last) (First) (Middle) 215 S. STATE STREET SUITE 1170 (Street) SALT LAKE CITY UT 84111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stock Jason Allen (Last) (First) (Middle) 215 S. STATE STREET SUITE 1170 (Street) SALT LAKE CITY UT 84111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 1. M3 Partners, L.P., a Delaware limited partnership (the "Fund") and M3 Funds, LLC, a Delaware limited liability company ("M3 Funds"), hereby make this filing with respect to certain depository shares of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the "Series A Convertible Preferred Stock") of Midwest Banc Holdings, Inc. (the "Issuer") deemed beneficially owned. The shares of Series A Convertible Preferred Stock are convertible into shares of common stock equal to the quotient achieved when $25.00 is divided by the initial conversion price of $15.00, which may be adjusted from time to time.

Remarks:

M3 Funds is the general partner of the Fund; M3 Funds may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by the Fund. As of the date of this filing, the Fund beneficially owned 333,247 depository shares the Issuer's Series A Convertible Preferred Stock. M3 Funds disclaims beneficial ownership of the shares of the Issuer held by the Fund, except to the extent of M3 Fund's pecuniary interest therein. Jason A. Stock and William C. Waller are the sole members of M3 Funds. Messrs. Stock and Waller also disclaim beneficial ownership of the shares of the Issuer held by the Fund, except to the extent of their respective pecuniary interest therein.

	/s/ Jason A. Stock, Manager of M3 Fund LLC, General Partner of M3 Partners, LP	12/09/2009
	** Signature of Reporting Person	Date
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