FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Togher Renee
2. Issuer Name and Ticker or Trading Symbol

MB FINANCIAL INC /MD [ MBFI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

3/22/2019
(Street)

ROSEMONT, IL 60018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/22/2019     D    23708   (1) D $0   (2) 0   I   By Deferred Comp Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $31.31   3/22/2019     D         892    3/31/2015   (3) (4) 3/31/2020   Common Stock   892   $0   0   D    
Stock Option (Right to Buy)   $34.44   3/22/2019     D         1290    6/30/2015   (3) (4) 6/30/2020   Common Stock   1290   $0   0   D    
Stock Option (Right to Buy)   $32.64   3/22/2019     D         1336    9/30/2015   (3) (4) 9/30/2020   Common Stock   1336   $0   0   D    
Stock Option (Right to Buy)   $32.37   3/22/2019     D         1342    12/31/2015   (3) (4) 12/31/2020   Common Stock   1342   $0   0   D    
Stock Option (Right to Buy)   $32.45   3/22/2019     D         1043    3/31/2016   (3) (4) 3/31/2021   Common Stock   1043   $0   0   D    
Stock Option (Right to Buy)   $36.28   3/22/2019     D         923    6/30/2016   (3) (4) 6/30/2021   Common Stock   923   $0   0   D    
Stock Option (Right to Buy)   $38.04   3/22/2019     D         1955    9/30/2016   (3) (4) 9/30/2021   Common Stock   1955   $0   0   D    
Stock Option (Right to Buy)   $47.23   3/22/2019     D         834    12/30/2016   (3) (4) 12/30/2021   Common Stock   834   $0   0   D    

Explanation of Responses:
(1)  Represents approximate equivalent number of shares of the Issuer's common stock held in the reporting person's account under the Issuer's Stock Deferred Compensation Plan, based on the most recent plan account statement. The approximate equivalent number of shares is equal to the dollar value of the reporting person's plan account divided by the closing price of the Issuer's common stock. As a result, the equivalent number of shares fluctuated with changes in the market price of the Issuer's common stock.
(2)  Disposed of upon completion of the merger (the "Merger") of a wholly owned subsidiary of Fifth Third Bancorp ("Fifth Third") with and into the Issuer, effective March 22, 2019. Pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018, between the Issuer and Fifth Third, upon completion of the Merger, each outstanding share of the Issuer's common stock converted into the right to receive 1.45 shares of Fifth Third common stock and $5.54 in cash. The closing price per share of Fifth Third common stock on March 21, 2019, the last trading day prior to completion of the Merger, was $25.48.
(3)  Option to purchase shares of common stock granted to the reporting person under Issuer's Amended and Restated Omnibus Incentive Plan. The option is 100% vested.
(4)  This option was assumed by Fifth Third upon completion of the Merger and converted into an option to purchase Fifth Third common stock as provided under the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Togher Renee
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT, IL 60018
X



Signatures
/s/ Doria L. Koros, attorney-in-fact for Ms. Togher 3/25/2019
** 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 control number.
MB Financial, Inc. (NASDAQ:MBFIO)
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