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^*

Heckler Mark A.

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 NORTH 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)
07/08/2016

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	07/08/2016		M		5,301	A	$35.77	39,497	D
Common Stock	07/08/2016		F		5,227⁽¹⁾	D	$36.51	34,270	D
Common Stock								1,179	I	By Deferred Comp Plan

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)	$35.77	07/08/2016		M			5,301	07/26/2010⁽²⁾	07/26/2016	Common Stock	5,301	$0	0	D
Stock Option (Right to Buy)	$20.4							08/29/2013⁽³⁾	08/29/2022	Common Stock	4,343		4,343	D
Stock Option (Right to Buy)	$27.09							08/28/2014⁽³⁾	08/28/2023	Common Stock	4,241		4,241	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	4,931		4,931	D
Stock Option (Right to Buy)	$29.8							02/26/2015⁽³⁾	02/26/2024⁽³⁾	Common Stock	4,007		4,007	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	4,269		4,269	D
Stock Option (Right to Buy)	$31.26							02/25/2016⁽⁵⁾	02/25/2025⁽⁵⁾	Common Stock	3,076		3,076	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	3,995		3,995	D
Stock Option (Right to Buy)	$30.33							02/24/2017⁽⁶⁾	02/24/2026⁽⁶⁾	Common Stock	4,689		4,689	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	5,341		5,341	D
Restricted Stock Units	$0							⁽⁷⁾	⁽⁷⁾	Common Stock	1,484		1,484	D
Restricted Stock Units	$0							⁽⁸⁾	⁽⁸⁾	Common Stock	4,273		4,273	D
Stock Option (Right to Buy)	$32.89							07/25/2011⁽²⁾	07/25/2017	Common Stock	7,571		7,571	D
Stock Option (Right to Buy)	$24.65							06/25/2012⁽²⁾	06/25/2018	Common Stock	13,804		13,804	D
Stock Option (Right to Buy)	$12.09							07/22/2013⁽²⁾	07/22/2019	Common Stock	3,825		3,825	D
Stock Option (Right to Buy)	$17.2							07/28/2014⁽²⁾	09/28/2020	Common Stock	4,100		4,100	D

Explanation of Responses:

1. Transaction represents withholding of shares based on a net exercise to satisfy tax withholding obligation and exercise cost.

2. 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.

3. 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).

4. Performance based vesting

5. 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).

6. 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).

7. 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.

8. 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).

	/s/ Doria L. Koros, attorney-in-fact for Mr. Heckler	07/12/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.