Ownership Submission
FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Conte Randall
  2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [MBFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and CFO
(Last)
(First)
(Middle)
C/O MB FINANCIAL, INC., 6111 NORTH RIVER ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018
(Street)

ROSEMONT, IL 60018
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/21/2018   M   1,076 (1) A $ 37.98 20,900 D  
Common Stock 12/21/2018   M   788 (1) A $ 37.98 21,688 D  
Common Stock 12/21/2018   M   481 (1) A $ 37.98 22,169 D  
Common Stock 12/21/2018   M   299 (1) A $ 37.98 22,468 D  
Common Stock 12/21/2018   M   878 (1) A $ 37.98 23,346 D  
Common Stock 12/21/2018   F   1,563 (2) D $ 37.98 21,783 D  
Common Stock 12/21/2018   F   401 (3) D $ 37.98 21,382 D  
Common Stock               39,286 I By IRA (4)

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)

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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 12/21/2018   M     1,076 (1)   (5)   (5) Common Stock 1,076 $ 0 1,075 D  
Restricted Stock Units $ 0 12/21/2018   M     788 (1)   (6)   (6) Common Stock 788 $ 0 1,576 D  
Restricted Stock Units $ 0 12/21/2018   M     481 (1)   (7)   (7) Common Stock 481 $ 0 0 D  
Restricted Stock Units $ 0 12/21/2018   M     299 (1)   (8)   (8) Common Stock 299 $ 0 298 D  
Restricted Stock Units $ 0 12/21/2018   M     878 (1)   (9)   (9) Common Stock 878 $ 0 2,633 D  
Stock Option (Right to Buy) $ 31.26             02/25/2016(10) 02/25/2025(10) Common Stock 3,482   3,482 D  
Stock Option (Right to Buy) $ 30.33             02/24/2017(11) 02/24/2026(11) Common Stock 4,721   4,721 D  
Performance Share Units $ 0               (12)   (12) Common Stock 5,378   5,378 D  
Stock Option (Right to Buy) $ 45.67               (13)   (13) Common Stock 3,774   3,774 D  
Performance Share Units $ 0               (12)   (12) Common Stock 3,941   3,941 D  
Stock Option (Right to Buy) $ 41.01               (14)   (14) Common Stock 3,735   3,735 D  
Performance Share Units $ 0               (12)   (12) Common Stock 4,389   4,389 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Conte Randall
C/O MB FINANCIAL, INC.
6111 NORTH RIVER ROAD
ROSEMONT, IL 60018
      Vice President and CFO  

Signatures

 /s/ Doria L. Koros, attorney-in-fact for Mr. Conte   12/26/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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 settlement of restricted stock units.
(2) Transaction represents withholding of shares to satisfy tax withholding obligation upon settlement of restricted stock units.
(3) Transaction represents withholding of shares to satisfy tax withholding obligation upon vesting of restricted stock.
(4) Represents shares held by Randall T. Conte, CGM IRA Rollover Custodian
(5) 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.
(6) 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.
(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.
(8) 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 28, 2020.
(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-third annual increments beginning February 28, 2020.
(10) 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).
(11) 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).
(12) Performance based vesting
(13) 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).
(14) 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).

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