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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Units | $ 0 | 02/27/2019 | M | 15,218 (1) | (4) | (4) | Common Stock | 15,218 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $ 31.26 | 02/25/2016(5) | 02/25/2025(5) | Common Stock | 11,207 | 11,207 | D | ||||||||
Stock Option (Right to Buy) | $ 30.33 | 02/24/2017(6) | 02/24/2026(6) | Common Stock | 11,852 | 11,852 | D | ||||||||
Restricted Stock Units | $ 0 | (7) | (7) | Common Stock | 2,700 | 2,700 | D | ||||||||
Stock Option (Right to Buy) | $ 45.67 | (8) | (8) | Common Stock | 9,539 | 9,539 | D | ||||||||
Performance Share Units | $ 0 | (4) | (4) | Common Stock | 9,963 | 9,963 | D | ||||||||
Restricted Stock Units | $ 0 | (9) | (9) | Common Stock | 3,984 | 3,984 | D | ||||||||
Stock Option (Right to Buy) | $ 41.01 | (10) | (10) | Common Stock | 3,735 | 3,735 | D | ||||||||
Performance Share Units | $ 0 | (4) | (4) | Common Stock | 4,389 | 4,389 | D | ||||||||
Restricted Stock Units | $ 0 | (11) | (11) | Common Stock | 2,633 | 2,633 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hoppe Mark A C/O MB FINANCIAL, INC. 6111 NORTH RIVER ROAD ROSEMONT, IL 60018 |
X | CEO & President of Subsidiary |
/s/ Doria L. Koros, attorney-in-fact for Mark A. Hoppe | 02/28/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Transaction represents the settlement of performance share units ("PSUs"). These PSUs represented the right to receive a number of shares of the issuer's common stock, ranging from 25% to 175% of a target number of 13,501 shares (which was the number of PSUs previously reported as having been awarded to the reporting person) depending on the level of achievement relative to a specified performance goal (total shareholder return relative to a comparison group) during the performance period. Based on the actual level of achievement during the performance period, the reporting person vested in 15,218 PSUs, representing 112.72% of the target number of PSUs, for which the reporting person became entitled to 15,218 shares of the issuer's common stock. |
(2) | Transaction represents withholding of shares to satisfy tax withholding obligation in connection with the vesting and settlement of PSUs as described in Footnote 1. |
(3) | Shares held jointly by Mr. Hoppe and his spouse. |
(4) | Performance based vesting |
(5) | Option to purchase shares of common stock granted to the reporting person under Issuer's Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning on February 25, 2016). |
(6) | Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 24, 2017). |
(7) | Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The remaining restricted stock units are scheduled to vest on February 24, 2020. |
(8) | Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 22, 2018). |
(9) | Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The remaining restricted stock units are scheduled to vest in one-half annual increments beginning February 22, 2020. |
(10) | Option to purchase shares of common stock granted to reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests annually over 4 years (25% per year beginning February 28, 2019). |
(11) | Restricted Stock Units granted to the reporting person under the Issuer's Amended and Restated Omnibus Incentive Plan equal to the same amount of shares of common stock. The remaining restricted stock units are scheduled to vest in one-third annual increments beginning February 28, 2020. |