SEC Form 4

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^* Brother James Gaffney, FSC (Last) (First) (Middle) 300 Park Boulevard, Suite 405 (Street) Itasca, IL 60143 (City) (State) (Zip) USA	2. Issuer Name and Ticker or Trading Symbol First Midwest Bancorp, Inc. FMBI		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
	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 36-2167773	4. Statement for Month/Day/Year February 19, 2003 5. If Amendment, Date of Original (Month/Day/Year)

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 and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	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)
Common Stock					98	D

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
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(over)
SEC 1474 (9-02)

Brother James Gaffney, FSC - February 19, 2003

Form 4 (continued)

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. 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	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)	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)
Non-Qualified Stock Option (right to buy)	$26.2550	02/19/2003		A \|	(A) 2,342	02/19/2004 \| 02/19/2013	Common Stock - 2,342		2,342	D
Non-Qualified Stock Option (right to buy)	$22.4000					08/18/1999 \| 08/18/2008	Common Stock - 413		413	D
Non-Qualified Stock Option (right to buy)	$18.5500					02/17/2000 \| 02/17/2009	Common Stock - 998		998	D
Non-Qualified Stock Option (right to buy)	$18.4000					02/16/2001 \| 02/16/2010	Common Stock - 1,005		1,005	D
Non-Qualified Stock Option (right to buy)	$18.8750					05/17/2001 \| 05/17/2010	Common Stock - 2,011		2,011	D
Non-Qualified Stock Option (right to buy)	$22.5000					02/21/2002 \| 02/21/2011	Common Stock - 2,500		2,500	D
Non-Qualified Stock Option (right to buy)	$28.6950					02/20/2003 \| 02/20/2012	Common Stock - 2,215		2,215	D

Explanation of Responses :

** 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

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GAFFNEY BROTHER JAMES 4