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*
OMEARA JOHN M
(Last) (First) (Middle)
300 PARK BOULEVARD, SUITE 405
(Street)
ITASCA IL 60143
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2004
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)
Code V Amount (A) or (D) Price
Common Stock 74,268 D
Common Stock 94,341 I As Trustee for Children
Common Stock 103,505 I By Family Limited Partnersip
Common Stock 2,954(1) I By IRA
Common Stock 170,618(2) I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 155,782(3)(4) I By Profit Sharing Plan Trust
Common Stock 38,287 I By Spouse
Common Stock 43,364 I By Trust for child as beneficiary
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
Non-Qualified Stock Option (right to buy) $32.75 05/20/2004 A 5,135 (5) 05/20/2014 Common Stock 5,135 $32.75 5,135 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 02/15/2005 Common Stock 1,278 1,278 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 02/21/2006 Common Stock 7,631 7,631 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 02/19/2007 Common Stock 7,948 7,948 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 02/18/2008 Common Stock 12,397 12,397 D
Non-Qualified Stock Option (right to buy) $28.085 08/19/2002 02/17/2009 Common Stock 7,117 7,117 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 02/17/2009 Common Stock 6,448 6,448 D
Non-Qualified Stock Option (right to buy) $21.8334 08/18/2002 08/18/2009 Common Stock 7,954 7,954 D
Non-Qualified Stock Option (right to buy) $31.01 11/09/2002 08/18/2009 Common Stock 5,601 5,601 D
Non-Qualified Stock Option (right to buy) $18.4 (6) 02/16/2010 Common Stock 29,054 29,054 D
Non-Qualified Stock Option (right to buy) $28.085 08/19/2002 02/16/2010 Common Stock 19,036 19,036 D
Non-Qualified Stock Option (right to buy) $22.5 (7) 02/21/2011 Common Stock 51,000 51,000 D
Non-Qualified Stock Option (right to buy) $28.695 (8) 02/20/2012 Common Stock 43,283 43,283 D
Non-Qualified Stock Option (right to buy) $26.255 (9) 02/19/2013 Common Stock 53,476 53,476 D
Non-Qualified Stock Option (right to buy) $32.715 (10) 02/24/2014 Common Stock 46,217 46,217 D
Explanation of Responses:
1. Between February 25, 2004 and May 26, 2004 the reporting person acquired 19 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated March 26, 2004.
2. Between February 25, 2004 and May 26, 2004 the reporting person acquired 1,099 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated April 20, 2004.
3. Between February 25, 2004 and May 26, 2004 the reporting person acquired 1,008 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated April 29, 2004.
4. Between February 25, 2004 and May 26, 2004 the reporting person acquired 195 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated May 18, 2004.
5. The stock option vests in two equal annual installments beginning on May 20, 2006.
6. The stock option vests in two equal annual installments beginning on February 16, 2002.
7. The stock option vests in two equal annual installments beginning on February 21, 2003.
8. The stock option vests in two equal annual installments beginning on February 20, 2004.
9. The stock option vests in two equal annual installments beginning on February 19, 2005.
10. The stock option vests in two equal annual installments beginning on February 24, 2006.
Remarks:
By: Andrea L. Stangl, Attorney-in-fact for 05/26/2004
** 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).
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