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FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) |
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, 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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1. Name and Address of Reporting Person*
OMeara, Robert P.
(Last) (First) (Middle)
300 Park Boulevard, Suite 405
(Street)
Itasca, IL 60143
(City) (State) (Zip)
USA
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2. Issuer Name and Ticker or Trading Symbol First Midwest Bancorp, Inc. FMBI
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) X Director
10% Owner
Officer
Other
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for Month/Day/Year February 19, 2003
5. If Amendment,
Date of Original (Month/Day/Year) |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3) |
2. Transaction Date
(Month/Day/Year) |
2A. Deemed
Execution Date, if any (Month/Day/Year) |
3. Transaction Code and Voluntary Code (Instr. 8) Code | V
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4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price
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5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) |
6. Owner-
ship Form: Direct(D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Common Stock
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01/27/2003
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G | V
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50 | D |
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D
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Common Stock
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01/28/2003
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G | V
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2,517 | D |
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218,391 |
D
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Common Stock
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02/18/2003
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M (1) |
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35,731 | A | $18.40
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I
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By NQ Stock Option Gain Deferral Plan Tr
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Common Stock
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02/18/2003
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F (1) |
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25,041 | D |
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232,443 (2) |
I
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By NQ Stock Option Gain Deferral Plan Tr
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Common Stock
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18,816 (3) |
I
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By IRA
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Common Stock
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186,714 (4) |
I
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By Profit Sharing Plan Trust
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Common Stock
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167,587 (5) |
I
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By Spouse
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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). |
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. |
(over)
SEC 1474 (9-02) |
| OMeara, Robert P. - February 19, 2003 |
| Form 4 (continued) |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security
(Instr. 3) |
2. Conver-
sion or Exercise Price of Deri- vative Security |
3. Transaction
Date (Month/ Day/ Year) |
3A. Deemed
Execution Date, if any (Month/ Day/ Year) |
4. Transaction
Code and Voluntary (V) Code (Instr.8) Code | V
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5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5) |
6. Date Exercisable(DE) and
Expiration Date(ED) (Month/Day/Year) (DE) | (ED)
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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 Transactions (Instr.4) |
10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
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Non-Qualified Stock Option (right to buy) |
$18.4000 | 02/18/2003 |
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M (1) |
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(D) 35,731 |
02/16/2003 | 02/16/2010
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Common Stock - 35,731 |
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0 |
D
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Non-Qualified Stock Option (right to buy) |
$26.2550 | 02/18/2003 |
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A (6) |
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(A) 25,041 |
08/18/2003 | 02/16/2010
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Common Stock - 25,041 | $26.2550 | 25,041 |
D
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Non-Qualified Stock Option (right to buy) |
$26.2550 | 02/19/2003 |
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A |
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(A) 57,589 |
varies (7) | 02/19/2013
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Common Stock - 57,589 |
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57,589 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/16/2004
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Common Stock - 9,013 |
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9,013 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/15/2005
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Common Stock - 9,614 |
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9,614 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/21/2006
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Common Stock - 9,999 |
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9,999 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/19/2007
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Common Stock - 10,407 |
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10,407 |
D
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Non-Qualified Stock Option (right to buy) |
$28.4350 |
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06/20/2002 | 02/18/2008
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Common Stock - 8,315 |
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8,315 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/18/2008
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Common Stock - 8,117 |
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8,117 |
D
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Non-Qualified Stock Option (right to buy) |
$28.4350 |
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06/20/2002 | 02/17/2009
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Common Stock - 8,648 |
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8,648 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/17/2009
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Common Stock - 8,441 |
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8,441 |
D
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Non-Qualified Stock Option (right to buy) |
$28.4350 |
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06/20/2002 | 08/18/2009
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Common Stock - 9,693 |
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9,693 |
D
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Non-Qualified Stock Option (right to buy) |
$27.0000 |
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06/18/2003 | 08/18/2009
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Common Stock - 10,207 |
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10,207 |
D
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Non-Qualified Stock Option (right to buy) |
$29.1300 |
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09/28/2002 | 02/16/2010
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Common Stock - 22,571 |
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22,571 |
D
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Non-Qualified Stock Option (right to buy) |
$22.5000 |
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varies (8) | 02/21/2011
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Common Stock - 30,544 |
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30,544 |
D
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Non-Qualified Stock Option (right to buy) |
$22.5000 |
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varies (9) | 04/25/2011
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Common Stock - 31,856 |
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31,856 |
D
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Non-Qualified Stock Option (right to buy) |
$28.6950 |
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varies (10) | 02/20/2012
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Common Stock - 52,692 |
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52,692 |
D
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Phantom Stock under NQ Retirement Plan |
1-for-1 |
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Immed. | (11)
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Common Stock - 2,481 |
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2,481 (12) |
D
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** 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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. |
By: By Andrea L. Stangl, Attorney in-fact 02-21-2003 ** Signature of Reporting Person Date Power of Attorney Page 2
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| OMeara, Robert P. - February 19, 2003 |
| Form 4 (continued) |
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FOOTNOTE Descriptions for First Midwest Bancorp, Inc. FMBI Form 4 - February 2003 Robert P. OMeara
300 Park Boulevard, Suite 405 Itasca, IL 60143 Explanation of responses: (1) The transaction represents the exercise of 35,731 stock options under the Omnibus Stock & Incentive Plan whereby 25,041 previously acquired shares were tendered in payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 10,690 shares. (2) Between December 19, 2002 and February 19, 2003 the reporting person acquired 1,579 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated January 31, 2003. (3) Between December 19, 2002 and February 19, 2003 the reporting person acquired 115 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated January 31, 2003. (4) Between December 19, 2002 and February 19, 2003 the reporting person acquired 1,633 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated February 14, 2003. (5) Between December 19, 2002 and February 19, 2003 the reporting person acquired 3 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated January 31, 2003. (6) Represents reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 2/18/03. (7) The stock option vests in two equal annual installments beginning on February 19, 2005. (8) The stock option vests in two equal annual installments beginning on February 21, 2003. (9) The stock option vests in two equal annual installments beginning on April 25, 2003. (10) The stock option vests in two equal annual installments beginning on February 20, 2004. (11) Shares of phantom stock are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc. (12) Between December 19, 2002 and February 19, 2003 the reporting person acquired 18 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated January 31, 2003. |
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