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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
KENT S BELASCO
(Last) (First) (Middle)
ONE PIERCE PLACE, SUITE 1500
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Information Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006
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 11/07/2006 M 341 A $36.315 3,231 D
Common Stock 11/07/2006 M 1,299 A $36.315 4,530 D
Common Stock 11/07/2006 S 1,640 D $38 2,890 D
Common Stock 11/07/2006 M(1) 1,146 A $21.7 22,518 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/07/2006 M(2) 2,002 A $18.55 24,520 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/07/2006 F(1) 658 D $0 23,862 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/07/2006 F(2) 982 D $0 22,880(3) I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 4,269(4)(5) I By Profit Sharing Plan Trust
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) $36.315 11/07/2006 M 341 11/03/2006 02/19/2007 Common Stock 341 $0 0 D
Non-Qualified Stock Option (right to buy) $21.7 11/07/2006 M(1) 1,146 (6) 02/18/2008 Common Stock 1,146 $0 0 D
Non-Qualified Stock Option (right to buy) $36.315 11/07/2006 M 1,299 11/03/2006 02/18/2008 Common Stock 1,299 $0 0 D
Non-Qualified Stock Option (right to buy) $37.825 11/07/2006 A(7) 658 05/07/2007 02/18/2008 Common Stock 658 $0 658 D
Non-Qualified Stock Option (right to buy) $18.55 11/07/2006 M(2) 2,002 (8) 02/17/2009 Common Stock 2,002 $0 2,539 D
Non-Qualified Stock Option (right to buy) $37.825 11/07/2006 A(7) 982 05/07/2007 02/17/2009 Common Stock 982 $0 982 D
Explanation of Responses:
1. The transaction represents the exercise of 1,146 stock options under the Omnibus Stock & Incentive Plan whereby 658 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 488 shares.
2. The transaction represents the exercise of 2,002 stock options under the Omnibus Stock & Incentive Plan whereby 982 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,020 shares.
3. Between August 19, 2006 and November 8, 2006 the reporting person acquired 154 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 October 17, 2006.
4. Between August 19, 2006 and November 8, 2006 the reporting person acquired 33 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 October 24, 2006.
5. Between August 19, 2006 and November 8, 2006 the reporting person acquired 18 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 October 4, 2006.
6. The stock option vests in two equal annual installments beginning on February 18, 2000.
7. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on November 7, 2006.
8. The stock option vests in two equal annual installments beginning on February 17, 2001.
Remarks:
By: Andrea L. Stangl, Attorney-in-fact for 11/08/2006
** 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.