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^*

CLAM GEORGE C

(Last)

(First)

(Middle)

1400 SIXTEENTH STREET

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST OAK BROOK BANCSHARES INC [ FOBB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2004

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)
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	01/30/2004		G		40⁽⁷⁾	D	$30.01	1,166	D
Common Stock								10,500	I	See footnote⁽¹⁾
Common Stock								4,609	I	See footnote⁽²⁾
Common Stock								31,663	I	See footnote⁽³⁾
Common Stock								684	I	See footnote⁽⁴⁾
Common Stock	04/02/2004		M		1,600⁽⁶⁾	A	$30.28	2,766	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)
Employee Stock Options (Right to Buy)	$6.833	04/02/2004		M			2,500	12/20/1996⁽⁵⁾	12/20/2005	Common	9,000	⁽⁸⁾	4,500	D
Employee Stock Options (Right to Buy)	$7.587							12/27/1997⁽⁵⁾	12/27/2006	Common	6,000		6,000	D
Employee Stock Options (Right to Buy)	$14							01/21/1999⁽⁵⁾	01/21/2008	Common	3,000		3,000	D
Employee Stock Options (Right to Buy)	$12.167							01/26/2000⁽⁵⁾	01/26/2009	Common	6,750		6,750	D
Employee Stock Options (Right to Buy)	$10.75							01/25/2001⁽⁵⁾	01/25/2010	Common	2,400		2,400	D
Employee Stock Options (Right to Buy)	$18							01/29/2003⁽⁵⁾	01/29/2012	Common	9,000		9,000	D

Explanation of Responses:

1. Represents shares of Common Stock benefically owned by the Reporting Person's spouse.

2. These shares of Common Stock are held pursuant to the Issuer's "Stock Bonus Plan". The shares represent the Reporting Person's pro rata interest in the aggregate shares held by the Plan's trust as of December 31, 2002.

3. Shares are held by Reporting Person as Trustee of the George C. Clam Trust dated September 12, 2002.

4. Shares are held under the Reporting Person's Individual Retirement Account.

5. Options are exercisable in 20% increments each year beginning one year after date of grant.

6. These shares represent the net amount received by the Reporting Person after exercising stock options for the right to buy 2,500 shares. The difference (900 shares) were used to pay the exercise price and any taxes due in connection with the exercise.

7. The filing of a Form 4 reflecting the gift of these shares was unintentionally omitted in the month of January.

8. This transaction represents the exercise of a derivative security; as such, the exercise price has been reported in column 2 of table II.

	George C. Clam	04/06/2004
	By: Lorenzo Pate, his attorney-in-fact	04/06/2004
	** 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).
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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