SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Diedrich Robert P

(Last)

(First)

(Middle)

ONE PIERCE PLACE

SUITE 1500

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2010

3. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Trust Division Manager

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,893	D
Common Stock	2,147	I	By IRA
Common Stock	9,207	I	By Profit Sharing Plan Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽²⁾	02/21/2011	Common Stock	2,100	$22.5	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽³⁾	02/20/2012	Common Stock	3,425	$28.695	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁴⁾	02/19/2013	Common Stock	3,928	$26.255	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁵⁾	02/24/2014	Common Stock	3,309	$32.715	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁶⁾	02/23/2015	Common Stock	3,350	$33.61	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁷⁾	02/22/2016	Common Stock	8,766	$33.92	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁸⁾	02/21/2017	Common Stock	8,271	$38.62	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	⁽⁹⁾	02/20/2018	Common Stock	13,581	$28.095	D
Phantom Stock under NQ Retirement Plan	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,388	⁽¹⁰⁾	D

Explanation of Responses:

1. Granted under the Amended and Restated First Midwest Bancorp, Inc. Omnibus Stock and Incentive Plan.

2. The stock option vests in two equal annual installments specifically on February 21, 2003 and February 21, 2004, respectively.

3. The stock option vests in two equal annual installments specifically on February 20, 2004 and February 20, 2005, respectively.

4. The stock option vests in two equal annual installments specifically on February 19, 2005 and February 19, 2006, respectively.

5. The stock option vests in two equal annual installments specifically on February 24, 2006 and February 24, 2007, respectively.

6. The stock option vests in two equal annual installments specifically on February 23, 2007 and February 23, 2008, respectively.

7. The stock option vests in two equal annual installments specifically on February 22, 2008 and February 22, 2009, respectively.

8. The stock option vests in two equal annual installments specifically on February 21, 2009 and February 21, 2010, respectively.

9. The stock option vests in two equal annual installments specifically on February 20, 2010 and February 20, 2011, respectively.

10. Shares of phantom stock acquired under the Nonqualified Retirement Plan have a 1-for-1 conversion ratio and are payable in cash upon distribution to the Participant in accordance with the terms of the Plan.

	/S/ Robert P. Diedrich	05/19/2010
	** 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 5 (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.