Edgar Filing: DIETRICH MARK M

Form 144


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144		OMB APPROVAL
		OMB Number:	3235-0101
		Expires:	December 31, 2006
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NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933		SEC USE ONLY
		SEC USE ONLY
		DOCUMENT SEQUENCE NO.
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.		CUSIP NUMBER
		WORK LOCATION
1 (a) NAME OF ISSUER (Please type or print) First Midwest Bancorp, Inc.	(b) IRS IDENT. NO. 36-3161078	(c) S.E.C. FILE NO. 0-10967

1 (d) ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

One Pierce Place,

Suite 1500

ITASCA

60143

AREA CODE

NUMBER

2(a) NAME OF PERSON FOR WHOSE

ACCOUNT THE SECURITIES

ARE TO BE SOLD

Mark M. Dietrich

(b) IRS IDENT. NO.

(c) RELATIONSHIP

TO ISSUER

COO

(d) ADDRESS

2329 N. Sheridan Rd.

STREET

Waukegan

CITY

STATE

ZIP CODE

60087

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3(a)

(b)

SEC USE ONLY

(c)

(d)

(e)

(f)

(g)

Title of the

Class of

Securities

To Be Sold

Name and Address of Each Broker

Through Whom the Securities are

to be Offered or Each Market

Maker who is Acquiring

the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See Instr. 3(c))

Aggregate

Market Value

(See Instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See Instr. 3(e))

Approximate

Date of Sale

(See Instr. 3(f))

(MO. DAY YR.)

Name of

Each

Securities

Exchange

(See Instr. 3(g))

Common

Keefe, Bruyette & Woods 787 7^th Ave., 4^th Floor New York, NY 10019

5,413

196,214

49,866,049

6/15/06

NASDAQ

INSTRUCTIONS:


1.	(a)	Name of issuer
	(b)	Issuer’s I.R.S. Identification Number
	(c)	Issuer’s S.E.C. file number, if any
	(d) (e)	Issuer’s address, including zip code Issuer’s telephone number, including area code
2.	(a)	Name of person for whose account the securities are to be sold
	(b)	Such person’s I.R.S. identification number, if such person is an entity
	(c)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(d)	Such person’s address, including zip code
3.	(a)	Title of the class of securities to be sold
	(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
	(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer Approximate date on which the securities are to be sold
	(f)
	(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

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 control number.

SEC 1147 (01-04)

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of
Securities Acquired

Date of
Payment

Nature of
Payment

Common

Various

Tax qualified
employee and
employer contributions

First Midwest Bancorp,
Inc. Savings
and Profit
Sharing Plan

5,413

Various

N/A

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II—SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of
Securities Sold

Gross Proceeds

Mark M. Dietrich

2329 N. Sheridan Road

Waukegan, IL 60087

Common

6/9/06

10,747

387,000

REMARKS:


INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

June 28, 2006 DATE OF NOTICE		/s/ Mark M. Dietrich (SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.

Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (01-04)