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^*

HEYTOW EUGENE P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

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	02/24/2005		S⁽³⁾		3,000	D	$30.0172	42,952⁽¹⁾	D
Common Stock	02/25/2005		S⁽³⁾		7,000	D	$29.9711	35,952⁽¹⁾	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)	$12.167							01/26/2000⁽²⁾	01/26/2009	Common	30,000		15,000	D
Employee Stock Options (Right to Buy)	$10.75							01/25/2001⁽²⁾	01/25/2010	Common	5,400		5,400	D
Employee Stock Options (Right to Buy)	$12.083							01/23/2002⁽²⁾	01/23/2011	Common	18,000		18,000	D
Employee Stock Options (Right to Buy)	$18							01/29/2003⁽²⁾	01/29/2012	Common	22,500		22,500	D
Employee Stock Options (Right to Buy)	$20.327							01/21/2004⁽²⁾	01/21/2013	Common	9,000		9,000	D
Employee Stock Options (Right to Buy)	$33.7							01/27/2005⁽²⁾	01/27/2014	Common	9,000		9,000	D

Explanation of Responses:

1. Excludes 1,019,322 shares of common stock held by the Reporting Person's spouse, over which the Reporting Person disclaims any beneficial interest, voting and investment power.

2. Options are exercisable in 33.33% increments each year beginning one year after date of grant.

3. These shares have been sold pursuant to a 10b5-1 Sales Plan Agreement dated December 6, 2004 by and between the Reporting Person and Keefe, Bruyette & Woods, Inc. (the "Plan"). The Plan is intended to comply with Rule 144 under the Securities Act of 1933 and Rule 10b5-1 under the Securities Exchange Act of 1934.

	Eugene P. Heytow	02/25/2005
	By: Lorenzo Pate, his attorney-in-fact	02/25/2005
	** 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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