0001127602-19-013289.txt : 20190326 0001127602-19-013289.hdr.sgml : 20190326 20190326205056 ACCESSION NUMBER: 0001127602-19-013289 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: Wildman Brian J CENTRAL INDEX KEY: 0001374089 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36599 FILM NUMBER: 19706464 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 0001374089 Wildman Brian J C/O MB FINANCIAL, INC. 6111 NORTH RIVER ROAD ROSEMONT IL 60018 1 Exec. Officer of Subsidiary Common Stock 2019-03-22 4 D 0 22255 0 D 0 D Common Stock 2019-03-22 4 D 0 1734 0 D 0 I By 401(k) Common Stock 2019-03-22 4 D 0 4510 0 D 0 I By Deferred Comp Plan Common Stock 2019-03-22 4 D 0 200 0 D 0 I By IRA Stock Option (Right to Buy) 31.26 2019-03-22 4 D 0 766 0 D 2016-02-25 2025-02-25 Common Stock 766 0 D Stock Option (Right to Buy) 30.33 2019-03-22 4 D 0 4676 0 D 2017-02-24 2026-02-24 Common Stock 4676 0 D Restricted Stock Units 0 2019-03-22 4 D 0 1065 0 D Common Stock 1065 0 D Stock Option (Right to Buy) 45.67 2019-03-22 4 D 0 3774 0 D Common Stock 3774 0 D Restricted Stock Units 0 2019-03-22 4 D 0 1596 0 D Common Stock 1596 0 D Stock Option (Right to Buy) 41.01 2019-03-22 4 D 0 3735 0 D Common Stock 3735 0 D Performance Share Units 0 2019-03-22 4 D 0 7681 0 D Common Stock 7681 0 D Restricted Stock Units 0 2019-03-22 4 D 0 2633 0 D Common Stock 2633 0 D Performance Share Units 0 2019-03-22 4 D 0 3579 0 D Common Stock 3579 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. Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's 401(k) Profit Sharing Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares fluctuated with changes in the market price of the Issuer's common stock. Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's Stock Deferred Compensation Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares fluctuated with changes in the market price of the Issuer's common stock. 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). 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. 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). 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). 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). 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-third annual increments beginning February 28, 2020. /s/ Doria L. Koros, attorney-in-fact for Mr. Wildman 2019-03-26