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^*

Conte Randall

(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
X	Officer (give title below)	Other (specify below)
	Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2019

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	03/22/2019		D		39,286	D	$0⁽¹⁾	0	I	By IRA⁽²⁾
Common Stock	03/22/2019		D		24,761	D	$0⁽¹⁾	0	D

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)	$31.26	03/22/2019		D			3,482	02/25/2016⁽³⁾⁽⁴⁾	02/25/2025⁽³⁾⁽⁴⁾	Common Stock	3,482	$0	0	D
Stock Option (Right to Buy)	$30.33	03/22/2019		D			4,721	02/24/2017⁽⁴⁾⁽⁵⁾	02/24/2026⁽⁴⁾⁽⁵⁾	Common Stock	4,721	$0	0	D
Restricted Stock Units	$0	03/22/2019		D			1,075	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	1,075	$0	0	D
Stock Option (Right to Buy)	$45.67	03/22/2019		D			3,774	⁽⁴⁾⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Common Stock	3,774	$0	0	D
Performance Share Units	$0	03/22/2019		D			3,579	⁽⁹⁾	⁽⁹⁾	Common Stock	3,579	$0	0	D
Restricted Stock Units	$0	03/22/2019		D			1,576	⁽⁷⁾⁽¹⁰⁾	⁽⁷⁾⁽¹⁰⁾	Common Stock	1,576	$0	0	D
Stock Option (Right to Buy)	$41.01	03/22/2019		D			3,735	⁽⁴⁾⁽¹¹⁾	⁽⁴⁾⁽¹¹⁾	Common Stock	3,735	$0	0	D
Performance Share Units	$0	03/22/2019		D			7,681	⁽⁹⁾	⁽⁹⁾	Common Stock	7,681	$0	0	D
Restricted Stock Units	$0	03/22/2019		D			298	⁽⁷⁾⁽¹²⁾	⁽⁷⁾⁽¹²⁾	Common Stock	298	$0	0	D
Restricted Stock Units	$0	03/22/2019		D			2,633	⁽⁷⁾⁽¹³⁾	⁽⁷⁾⁽¹³⁾	Common Stock	2,633	$0	0	D

Explanation of Responses:

1. 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.

2. Represents shares held by Randall T. Conte, CGM IRA Rollover Custodian

3. 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).

4. 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.

5. 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).

6. 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.

7. 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.

8. 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).

9. 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.

10. 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.

11. 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).

12. 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.

13. 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. Conte	03/26/2019
	** 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.
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