0001127602-19-013287.txt : 20190326
0001127602-19-013287.hdr.sgml : 20190326
20190326204023
ACCESSION NUMBER: 0001127602-19-013287
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190322
FILED AS OF DATE: 20190326
DATE AS OF CHANGE: 20190326
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Francoeur John
CENTRAL INDEX KEY: 0001668065
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36599
FILM NUMBER: 19706453
MAIL ADDRESS:
STREET 1: C/O MB FINANCIAL, INC.
STREET 2: 6111 NORTH RIVER ROAD
CITY: ROSEMONT
STATE: IL
ZIP: 60018
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MB FINANCIAL INC /MD
CENTRAL INDEX KEY: 0001139812
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 364460265
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 WEST MADISON STREET
CITY: CHICAGO
STATE: IL
ZIP: 60607
BUSINESS PHONE: 888-422-6562
MAIL ADDRESS:
STREET 1: 6111 NORTH RIVER ROAD
CITY: ROSEMONT
STATE: IL
ZIP: 60018
FORMER COMPANY:
FORMER CONFORMED NAME: MB FINANCIAL INC /MD
DATE OF NAME CHANGE: 20011115
FORMER COMPANY:
FORMER CONFORMED NAME: MB FINANCIAL INC/IL
DATE OF NAME CHANGE: 20011113
FORMER COMPANY:
FORMER CONFORMED NAME: MB MIDCITY INC
DATE OF NAME CHANGE: 20010502
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-03-22
1
0001139812
MB FINANCIAL INC /MD
MBFI
0001668065
Francoeur John
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT
IL
60018
1
Chief Accounting Officer
Common Stock
2019-03-22
4
D
0
7869
0
D
0
D
Stock Option (Right to Buy)
30.33
2019-03-22
4
D
0
1458
0
D
2017-02-24
2026-02-24
Common Stock
1458
0
D
Restricted Stock Units
0
2019-03-22
4
D
0
332
0
D
Common Stock
332
0
D
Stock Option (Right to Buy)
45.67
2019-03-22
4
D
0
750
0
D
Common Stock
750
0
D
Performance Share Units
0
2019-03-22
4
D
0
712
0
D
Common Stock
712
0
D
Restricted Stock Units
0
2019-03-22
4
D
0
313
0
D
Common Stock
313
0
D
Stock Option (Right to Buy)
41.01
2019-03-22
4
D
0
1100
0
D
Common Stock
1100
0
D
Performance Share Units
0
2019-03-22
4
D
0
2261
0
D
Common Stock
2261
0
D
Restricted Stock Units
0
2019-03-22
4
D
0
438
0
D
Common Stock
438
0
D
Restricted Stock Units
0
2019-03-22
4
D
0
775
0
D
Common Stock
775
0
D
Stock Option (Right to Buy)
27.09
2019-03-22
4
D
0
365
0
D
2014-08-28
2023-08-28
Common Stock
365
0
D
Stock Option (Right to Buy)
31.26
2019-03-22
4
D
0
577
0
D
2016-02-25
2025-02-25
Common Stock
577
0
D
Stock Option (Right to Buy)
29.80
2019-03-22
4
D
0
379
0
D
2015-02-26
2024-02-26
Common Stock
379
0
D
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.
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).
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.
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 remaining restricted stock units are scheduled to vest on February 24, 2020.
These restricted stock units were assumed by Fifth Third upon completion of the Merger and converted into Fifth Third restricted stock units as provided under the terms of the Merger Agreement.
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 22, 2018).
Reflects the number of performance share units earned at the end of the performance period, as determined at the closing of the Merger. These performance share units were assumed by Fifth Third upon completion of the Merger and converted into Fifth Third restricted stock units as provided under the terms of the Merger Agreement.
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 remaining restricted stock units are scheduled to vest in one-half annual increments beginning February 22, 2020.
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 28, 2019).
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 remaining restricted stock units are scheduled to vest on February 28, 2020.
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 remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020.
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 on August 28, 2014).
Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning on February 25, 2016).
Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. the option vests annually over 4 years (25% per year beginning February 26, 2015).
/s/ Doria L. Koros, attorney-in-fact for Mr. Francoeur
2019-03-26