Edgar Filing: SCUDDER MICHAEL L

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 ^*

SCUDDER MICHAEL L

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

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

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

(Last)

(First)

(Middle)

ONE PIERCE PLACE, SUITE 1500

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008

(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	03/03/2008		M		2,973	A	$ 18.55	12,694 ⁽¹⁾	D
Common Stock	03/04/2008		M⁽²⁾		1,189	A	$ 21.8334	8,412	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		M⁽³⁾		3,522	A	$ 18.4	11,934	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		F⁽²⁾		1,027	D	$ 0	10,907	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		F⁽³⁾		2,562	D	$ 0	8,345 ⁽⁴⁾	I	By NQ Stock Option Gain Deferral Plan
Common Stock								5,243 ⁽⁵⁾ ⁽⁶⁾	I	By Profit Sharing Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 18.55

03/03/2008

2,973

⁽⁷⁾

02/17/2009

Common Stock

2,973

$ 0

Non-Qualified Stock Option (right to buy)

$ 21.8334

03/04/2008

M⁽²⁾

1,189

⁽⁸⁾

08/18/2009

Common Stock

1,189

$ 0

Non-Qualified Stock Option (right to buy)

$ 25.295

03/04/2008

A⁽⁹⁾

1,027

09/04/2008

08/18/2009

Common Stock

1,027

$ 0

1,027

Non-Qualified Stock Option (right to buy)

$ 18.4

03/04/2008

M⁽³⁾

3,522

⁽¹⁰⁾

02/16/2010

Common Stock

3,522

$ 0

3,173

Non-Qualified Stock Option (right to buy)

$ 25.295

03/04/2008

A⁽⁹⁾

2,562

09/04/2008

02/16/2010

Common Stock

2,562

$ 0

2,562

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCUDDER MICHAEL L ONE PIERCE PLACE, SUITE 1500 ITASCA, IL 60143			President & COO

Signatures

By: Andrea L. Stangl, Attorney-in-fact		03/05/2008
^**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)	Between August 21, 2007 and March 5, 2008 the reporting person acquired 20 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 October 16, 2007.
(2)	Represents the exercise of stock options for the purchase of 1,189 shares of the Company's common stock issued under the Company's Omnibus Stock & Incentive Plan, with the reporting person tendering as payment of the exercise price and tax liability 1,027 shares of previously owned common stock.
(3)	Represents the exercise of stock options for the purchase of 3,522 shares of the Company's common stock issued under the Company's Omnibus Stock & Incentive Plan, with the reporting person tendering as payment of the exercise price and tax liability 2,562 shares of previously owned common stock.
(4)	Between August 21, 2007 and March 5, 2008 the reporting person acquired 146 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 22, 2008.
(5)	Between August 21, 2007 and March 5, 2008 the reporting person acquired 140 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 22, 2008.
(6)	Between August 21, 2007 and March 5, 2008 the reporting person acquired 119 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 January 18, 2008.
(7)	The stock option vests in two equal annual installments specifically on February 17, 2001 and February 17, 2002, respectively.
(8)	The stock option vests in two equal annual installments specifically on August 18, 2001 and August 18, 2002, respectively.
(9)	Represents a reload stock option granted under the Company's Omnibus Stock & Incentive Plan to replace the number of shares tendered as payment of the option exercise price on March 4, 2008.
(10)	The stock option vests in two equal annual installments specifically on February 16, 2002 and February 16, 2003, respectively.

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