Edgar Filing: OMEARA JOHN M

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

OMEARA JOHN M

2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [FMBI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 405

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004

(Street)

ITASCA, IL 60143

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/24/2004		M⁽¹⁾		7,954	A	$ 21.8334	180,728	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽²⁾		29,054	A	$ 18.4	209,782	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽³⁾		51,000	A	$ 22.5	260,782	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁴⁾		7,117	A	$ 28.085	267,899	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁵⁾		19,036	A	$ 28.085	286,935	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁶⁾		1,278	A	$ 31.01	288,213	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁷⁾		4,547	A	$ 28.695	292,760	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽¹⁾		4,673	D	$ 0	288,087	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽²⁾		14,383	D	$ 0	273,704	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽³⁾		30,872	D	$ 0	242,832	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁴⁾		5,378	D	$ 0	237,454	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁵⁾		14,384	D	$ 0	223,070	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁶⁾		1,067	D	$ 0	222,003	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁷⁾		3,511	D	$ 0	218,492	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								74,268	D
Common Stock								103,505	I	By Family Limited Partnersip
Common Stock								2,993 ⁽⁸⁾	I	By IRA
Common Stock								157,859 ⁽⁹⁾ ⁽¹⁰⁾	I	By Profit Sharing Plan Trust
Common Stock								38,287	I	By Spouse

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 31.01

11/24/2004

M⁽⁶⁾

1,278

11/09/2002

02/15/2005

Common Stock

1,278

$ 31.01

Non-Qualified Stock Option (right to buy)

$ 28.085

11/24/2004

M⁽⁴⁾

7,117

08/19/2002

02/17/2009

Common Stock

7,117

$ 28.085

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

5,378

05/24/2005

02/17/2009

Common Stock

5,378

$ 0

5,378

Non-Qualified Stock Option (right to buy)

$ 21.8334

11/24/2004

M⁽¹⁾

7,954

08/18/2002

08/18/2009

Common Stock

7,954

$ 21.8334

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

4,673

05/24/2005

08/18/2009

Common Stock

4,673

$ 0

4,673

Non-Qualified Stock Option (right to buy)

$ 18.4

11/24/2004

M⁽²⁾

29,054

⁽¹²⁾

02/16/2010

Common Stock

29,054

$ 18.4

Non-Qualified Stock Option (right to buy)

$ 28.085

11/24/2004

M⁽⁵⁾

19,036

08/19/2002

02/16/2010

Common Stock

19,036

$ 28.085

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

14,383

05/24/2005

02/16/2010

Common Stock

14,383

$ 0

14,383

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

14,384

05/24/2005

02/16/2010

Common Stock

14,384

$ 0

14,384

Non-Qualified Stock Option (right to buy)

$ 22.5

11/24/2004

M⁽³⁾

51,000

⁽¹³⁾

02/21/2011

Common Stock

51,000

$ 22.5

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

30,872

05/24/2005

02/21/2011

Common Stock

30,872

$ 0

30,872

Non-Qualified Stock Option (right to buy)

$ 28.695

11/24/2004

M⁽⁷⁾

4,547

⁽¹⁴⁾

02/20/2012

Common Stock

4,547

$ 28.695

38,736

Non-Qualified Stock Option (right to buy)

$ 37.17

11/24/2004

A⁽¹¹⁾

3,511

05/24/2005

02/20/2012

Common Stock

3,511

$ 0

3,511

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OMEARA JOHN M 300 PARK BOULEVARD, SUITE 405 ITASCA, IL 60143	X		President & CEO

Signatures

By: Andrea L. Stangl, Attorney-in-fact for		11/26/2004
^**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)	The transaction represents the exercise of 7,954 stock options under the Omnibus Stock & Incentive Plan whereby 4,673 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 3,281 shares.
(2)	The transaction represents the exercise of 29,054 stock options under the Omnibus Stock & Incentive Plan whereby 14,383 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 14,671 shares.
(3)	The transaction represents the exercise of 51,000 stock options under the Omnibus Stock & Incentive Plan whereby 30,872 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 20,128 shares.
(4)	The transaction represents the exercise of 7,117 stock options under the Omnibus Stock & Incentive Plan whereby 5,378 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,739 shares.
(5)	The transaction represents the exercise of 19,036 stock options under the Omnibus Stock & Incentive Plan whereby 14,384 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 4,652 shares.
(6)	The transaction represents the exercise of 1,278 stock options under the Omnibus Stock & Incentive Plan whereby 1,067 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 211 shares.
(7)	The transaction represents the exercise of 4,547 stock options under the Omnibus Stock & Incentive Plan whereby 3,511 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,036 shares.
(8)	Between May 27, 2004 and November 26, 2004 the reporting person acquired 38 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 September 24, 2004.
(9)	Between May 27, 2004 and November 26, 2004 the reporting person acquired 1,991 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated October 25, 2004.
(10)	Between May 27, 2004 and November 26, 2004 the reporting person acquired 86 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 November 18, 2004.
(11)	The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 11/24/04.
(12)	The stock option vests in two equal annual installments beginning on February 16, 2002.
(13)	The stock option vests in two equal annual installments beginning on February 21, 2003.
(14)	The stock option vests in two equal annual installments beginning on February 20, 2004.
Remarks: 1) The reporting person no longer has a reportable beneficial interest in the 137,705 shares of FMBI common stock owned by his sons and included in prior ownership reports. All shares were distributed pursuant to the terms of each trust.

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.