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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OMB Number: 3235-0287
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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 *

HOLMSTROM RICHARD J
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 N. 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    170227   D $0   (1) 0   D    

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)   $47.23   3/22/2019     D         2581    12/30/2016   (2) (3) 12/30/2021   Common Stock   2581   $0   0   D    
Stock Option (Right to Buy)   $42.82   3/22/2019     D         2826    3/31/2017   (2) (3) 3/31/2022   Common Stock   2826   $0   0   D    
Stock Option (Right to Buy)   $44.04   3/22/2019     D         2717    6/30/2017   (2) (3) 6/30/2022   Common Stock   2717   $0   0   D    
Stock Option (Right to Buy)   $45.02   3/22/2019     D         2695    9/29/2017   (2) (3) 9/30/2022   Common Stock   2695   $0   0   D    
Stock Option (Right to Buy)   $44.52   3/22/2019     D         2695    12/29/2017   (2) (3) 12/29/2022   Common Stock   2695   $0   0   D    
Stock Option (Right to Buy)   $40.48   3/22/2019     D         2488    3/30/2018   (2) (3) 3/30/2023   Common Stock   2488   $0   0   D    
Stock Option (Right to Buy)   $46.70   3/22/2019     D         2504    6/29/2018   (2) (3) 6/29/2023   Common Stock   2504   $0   0   D    
Stock Option (Right to Buy)   $46.11   3/22/2019     D         4258    9/28/2018   (2) (3) 9/28/2023   Common Stock   4258   $0   0   D    
Stock Option (Right to Buy)   $39.63   3/22/2019     D         4893    12/31/2018   (2) (3) 12/31/2023   Common Stock   4893   $0   0   D    

Explanation of Responses:
(1)  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 (the "Merger Agreement\"), 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.
(2)  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.
(3)  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
HOLMSTROM RICHARD J
C/O MB FINANCIAL, INC.
6111 N. RIVER ROAD
ROSEMONT, IL 60018
X



Signatures
/s/ Doria L. Koros, Attorney in Fact for Mr. Holmstrom 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.
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