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^* OMeara, John M. (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 X Officer Other President & Chief Executive Officer 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)	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					74,268	D
Common Stock					94,341	I	As Trustee for Children
Common Stock					103,505	I	By Family Limited Partnersip
Common Stock					2,858 (1)	I	By IRA
Common Stock					165,091 (2)	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock					149,223 (3)	I	By Profit Sharing Plan Trust
Common Stock					38,287	I	By Spouse
Common Stock					43,364	I	By Trust for child as beneficiary

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)

OMeara, John M. - 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) 53,476	varies (4) \| 02/19/2013	Common Stock - 53,476		53,476	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 02/15/2005	Common Stock - 1,278		1,278	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 02/21/2006	Common Stock - 7,631		7,631	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 02/19/2007	Common Stock - 7,948		7,948	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 02/18/2008	Common Stock - 12,397		12,397	D
Non-Qualified Stock Option (right to buy)	$28.0850					08/19/2002 \| 02/17/2009	Common Stock - 7,117		7,117	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 02/17/2009	Common Stock - 6,448		6,448	D
Non-Qualified Stock Option (right to buy)	$21.8334					08/18/2002 \| 08/18/2009	Common Stock - 7,954		7,954	D
Non-Qualified Stock Option (right to buy)	$31.0100					11/09/2002 \| 08/18/2009	Common Stock - 5,601		5,601	D
Non-Qualified Stock Option (right to buy)	$18.4000					varies (5) \| 02/16/2010	Common Stock - 29,054		29,054	D
Non-Qualified Stock Option (right to buy)	$28.0850					08/19/2002 \| 02/16/2010	Common Stock - 19,036		19,036	D
Non-Qualified Stock Option (right to buy)	$22.5000					varies (6) \| 02/21/2011	Common Stock - 51,000		51,000	D
Non-Qualified Stock Option (right to buy)	$28.6950					varies (7) \| 02/20/2012	Common Stock - 43,283		43,283	D
Phantom Stock under NQ Retirement Plan	1-for-1					Immed. \| (8)	Common Stock - 13		13	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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OMeara, John M. - February 19, 2003

Form 4 (continued)

FOOTNOTE Descriptions for First Midwest Bancorp, Inc. FMBI

Form 4 - February 2003

John M. OMeara
300 Park Boulevard, Suite 405

Itasca, IL 60143

Explanation of responses:

(1) Between November 8, 2002 and February 19, 2003 the reporting person acquired 18 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.
(2) Between November 8, 2003 and February 19, 2003 the reporting person acquired 1,175 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 November 8, 2003 and February 19, 2003 the reporting person acquired 1,648 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.
(4) The stock option vests in two equal annual installments beginning on February 19, 2005.
(5) The stock option vests in two equal annual installments beginning on February 16, 2002.
(6) The stock option vests in two equal annual installments beginning on February 21, 2003.
(7) The stock option vests in two equal annual installments beginning on February 20, 2004.
(8) Shares of phantom stock are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc.

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OMEARA JOHN M 4