SEC Form 4

FORM 4 [ ] Check this box if no longersubject to Section 16. Form 4 or Form5 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(fh) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005Estimated average burdenhours per response. . . . . 0.5

1. Name and Address of Reporting Person* O'Meara, 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 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) November 7, 2002 5. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer Other Officer/Other Description President & Chief Operating Officer 7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

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)	32A. ~~Transaction~~Deemed ~~Code~~Execution ~~and~~Date, ~~Voluntary~~if ~~Code~~any (~~Instr. 8~~Month/Day/Year) ~~Code \| V~~	43. ~~Securities~~Transaction ~~Acquired~~Code ~~(A)~~and orVoluntary ~~Disposed~~Code (~~D) Of (~~Instr. ~~3, 4, and 5~~8) ~~Amount~~Code \| ~~A/D \| Price~~V	54. ~~Amount of~~ Securities ~~Beneficially~~Acquired ~~Owned~~(A) ator ~~End~~Disposed ~~ofMonth~~(D) Of (Instr. 3, 4, and 45) Amount \| A/D \| Price	65. ~~Owner-~~Amount ~~ship~~of ~~Form:~~Securities ~~Direct(D)~~Beneficially orOwned ~~Indirect~~Following ReportedTransaction(Is) (Instr. 3 and 4)	76. ~~Nature~~Owner- ofship ~~Indirect~~Form: ~~Beneficial~~Direct(D) ~~Ownership~~or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	~~11/07/2002~~	~~J (1) \|~~	~~43,364 \| D \|~~	~~94,341~~	I74,268	~~As Trustee for Children~~D
Common Stock	~~11/07/2002~~	~~J (1) \|~~	~~43,364 \| A \|~~	~~43,364~~	I94,341	~~By Trust for child as beneficiary~~I	As Trustee for Children
Common Stock				~~74,268~~	D103,505	I	By Family Limited Partnersip
Common Stock				~~103,505~~	I2,858 (1)	~~By Family Limited Partnersip~~I	By IRA
Common Stock				~~2,840~~	I165,091 (2)	~~By IRA~~I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock				~~163,916 (2)~~	I149,223 (3)	~~By NQ Stock Option Gain Deferral Plan Tr~~I	By Profit Sharing Plan Trust
Common Stock				~~147,575 (3)~~	I38,287	~~By Profit Sharing Plan Trust~~I	By Spouse
Common Stock				~~38,287~~	I43,364	~~By Spouse~~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 respond unless the form displays a currently valid OMB control number. (over)SEC 1474 (39-9902)

~~O'Meara~~OMeara, John M. - ~~November~~February 719, ~~2002~~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)	43A. ~~Transaction~~Deemed ~~Code~~Execution ~~and~~Date, ~~Voluntary~~if ~~(V)~~any ~~Code~~ (~~Instr.8)~~Month/ ~~Code~~Day/ ~~\| V~~Year)	54. ~~Number~~Transaction ofCode ~~Derivative~~and ~~Securities~~Voluntary ~~Acquired~~ (AV) orCode ~~Disposed~~ (~~D) Of (~~Instr.8) ~~3,4~~Code ~~and~~\| 5)V	65. ~~Date~~Number ~~Exercisable(DE)~~of ~~and~~Derivative ~~Expiration~~Securities ~~Date(ED)~~Acquired (~~Month/Day/Year~~A) or Disposed (DED) \|Of (EDInstr. 3,4 and 5)	76. ~~Title~~Date Exercisable(DE) and ~~Amount~~Expiration ofDate(ED) ~~Underlying~~(Month/Day/Year) ~~Securities~~ (~~Instr.~~DE) 3\| ~~and 4~~(ED)	87. ~~Price~~Title and Amount of ~~Derivative~~Underlying ~~Security~~Securities (Instr.5 3 and 4)	98. ~~Number~~Price of Derivative ~~Securities~~Security ~~Beneficially Owned at End of Month~~ (Instr.45)	109.~~Owner-shipForm~~ ~~ofDeriv-ativeSecurity:Direct~~Number of Derivative Securities Beneficially Owned Following Reported Transactions (DInstr.4)~~orIndirect(I)~~	1110.Owner-shipForm ~~Nature of Indirect Beneficial Ownership~~ ofDeriv-ativeSecurity:Direct(D)orIndirect(I)(Instr.4)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Non-Qualified Stock Option (right to buy)	$3126.~~0100~~2550	02/19/2003		A \|	~~11/09/2002~~(A) ~~\| 02/15/2005~~53,476	~~Common~~varies ~~Stock~~(4) -\| ~~1,278~~02/19/2013	Common Stock - 53,476	~~1,278~~	D53,476	D
Non-Qualified Stock Option (right to buy)	$31.0100				~~11/09/2002 \| 02/21/2006~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 7,631~~02/15/2005	Common Stock - 1,278	~~7,631~~	D1,278	D
Non-Qualified Stock Option (right to buy)	$31.0100				~~11/09/2002 \| 02/19/2007~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 7,948~~02/21/2006	Common Stock - 7,631	~~7,948~~	D7,631	D
Non-Qualified Stock Option (right to buy)	$31.0100				~~11/09/2002 \| 02/18/2008~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 12,397~~02/19/2007	Common Stock - 7,948	~~12,397~~	D7,948	D
Non-Qualified Stock Option (right to buy)	$2831.~~0850~~0100				~~08/19/2002 \| 02/17/2009~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 7,117~~02/18/2008	Common Stock - 12,397	~~7,117~~	D12,397	D
Non-Qualified Stock Option (right to buy)	$3128.~~0100~~0850				~~11/09/2002 \| 02/17/2009~~	~~Common~~08/19/2002 ~~Stock~~\| ~~- 6,448~~02/17/2009	Common Stock - 7,117	~~6,448~~	D7,117	D
Non-Qualified Stock Option (right to buy)	$2131.~~8334~~0100				~~08/18/2002 \| 08/18/2009~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 7,954~~02/17/2009	Common Stock - 6,448	~~7,954~~	D6,448	D
Non-Qualified Stock Option (right to buy)	$3121.~~0100~~8334				~~11/09/2002 \| 08/18/2009~~	~~Common~~08/18/2002 ~~Stock~~\| ~~- 5,601~~08/18/2009	Common Stock - 7,954	~~5,601~~	D7,954	D
Non-Qualified Stock Option (right to buy)	$1831.~~4000~~0100				~~varies (4) \| 02/16/2010~~	~~Common~~11/09/2002 ~~Stock~~\| ~~- 29,054~~08/18/2009	Common Stock - 5,601	~~29,054~~	D5,601	D
Non-Qualified Stock Option (right to buy)	$2818.~~0850~~4000				~~08/19/2002 \| 02/16/2010~~	~~Common~~varies ~~Stock~~(5) -\| ~~19,036~~02/16/2010	Common Stock - 29,054	~~19,036~~	D29,054	D
Non-Qualified Stock Option (right to buy)	$2228.~~5000~~0850				~~varies (5) \| 02/21/2011~~	~~Common~~08/19/2002 ~~Stock~~\| ~~- 51,000~~02/16/2010	Common Stock - 19,036	~~51,000~~	D19,036	D
Non-Qualified Stock Option (right to buy)	$2822.~~6950~~5000				~~varies (6) \| 02/20/2012~~	~~Common~~varies ~~Stock~~(6) -\| ~~43,283~~02/21/2011	Common Stock - 51,000	~~43,283~~	D51,000	D
Phantom Stock under NQ Retirement Plan	1-for-1				Immed. \| (7)	Common Stock - 13		13	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~~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 ~~Barbara~~Andrea EL. ~~Briick~~Stangl, Attorney in-~~fact________________________________~~fact ~~__________________~~02-21-2003 ** Signature of Reporting Person DatePower of Attorney Page ~~2SEC 1474 (3-99)~~2

~~O'Meara~~OMeara, John M. - ~~November~~February 719, ~~2002~~2003

Form 4 (continued)

FOOTNOTE Descriptions for First Midwest Bancorp, Inc. FMBI Form 4 - ~~November~~February 7,2003 ~~2002~~ John M. ~~O'Meara300~~OMeara300 Park Boulevard, Suite 405Itasca, IL 60143 Explanation of responses: (1) ~~Transfer~~Between ofNovember ~~assets~~8, ~~out~~2002 ofand ~~Trust~~February A19, ~~(for~~2003 ~~which~~ the reporting person ~~was~~acquired ~~the~~18 ~~trustee~~shares ~~for~~of ~~son)~~First toMidwest ~~successor~~common ~~trust,~~stock ~~Trust~~under ~~B, (for which~~ the ~~reporting~~First ~~person's~~Midwest ~~brother~~Bancorp, ~~serves~~Inc. asDividend ~~trustee~~Reinvestment ~~for~~Plan. ~~the~~The ~~benefit~~information ofin ~~the~~this ~~reporting~~report ~~person's~~is ~~son.~~based ~~The~~on ~~reporting~~a ~~person's~~plan ~~brother~~statement isdated ~~also~~January an31, ~~insider of the issuer~~2003.) (2) Between ~~August~~November 298, ~~2002~~2003 and ~~November~~February 719, ~~2002~~2003 the reporting person acquired ~~995~~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 ~~October~~January 31, ~~2002~~2003. (3) Between ~~August~~November 298, ~~2002~~2003 and ~~November~~February 719, ~~2002~~2003 the reporting person acquired 1,~~489~~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 ~~November~~February 714, ~~2002~~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. (56) The stock option vests in two equal annual installments beginning on February 21, 2003. (67) The stock option vests in two equal annual installments beginning on February 20, 2004. (78) 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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