Statement of Ownership (sc 13g)
March 27 2019 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
MB FINANCIAL, INC.
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
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MARCH 21, 2019
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
þ
Rule 13d-1(c)
o
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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2
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of
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15
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1
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NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE
POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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3
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of
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15
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1
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NAMES OF REPORTING PERSONS
ICS Opportunities II LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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4
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of
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15
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1
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NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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5
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium International Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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6
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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7
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of
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15
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1
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NAMES OF REPORTING PERSONS
Millennium Group Management LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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8
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of
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15
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1
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NAMES OF REPORTING PERSONS
Israel A. Englander
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0- (See Item 4(a))
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0- (See Item 4(a))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 4(a))
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.0%
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12
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TYPE OF REPORTING
PERSON
IN
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Page
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of
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15
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Item 1.
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(a)
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Name of
Issuer
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MB Financial, Inc., a Maryland corporation (the "Issuer").
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(b)
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Address of Issuers Principal
Executive Offices
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800 West Madison Street
Chicago, Illinois 60607
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Item 2.
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(a)
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Name of Person
Filing
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(b)
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Address of Principal Business
Office
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(c)
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Citizenship
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Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: Delaware
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ICS Opportunities II LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: Delaware
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ICS Opportunities, Ltd.
c/o Millennium International Management LP
666 Fifth Avenue
New York, New York
10103
Citizenship: Cayman Islands
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Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
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Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
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Millennium Group Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship:
Delaware
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Israel A. Englander
c/o
Millennium Management LLC
666 Fifth Avenue
New York, New York
10103
Citizenship: United States
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(d)
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Title of Class of
Securities
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common stock, par value $0.01 per share ("Common Stock")
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(e)
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CUSIP Number:
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55264U108
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is
a:
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(a)
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o
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Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in
section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company
registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);
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(e)
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An investment adviser
in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit
plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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(g)
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A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
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(i)
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A church plan that is
excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
As of the close of business on March 21, 2019, the reporting persons beneficially owned an aggregate of 7,261,450 shares of the Issuers Common Stock, or 8.6% of the Issuers Common Stock outstanding. The calculation of the foregoing percentage was based on 84,479,464 shares of the Issuers Common Stock outstanding as of February 28, 2019, as per the Issuers Form 10-K/A dated March 20, 2019.
On May 20, 2018, Fifth Third Bancorp, an Ohio corporation ("Fifth Third"), and its wholly-owned subsidiary, Fifth Third Financial Corporation, an Ohio corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Issuer. Effective March 22, 2019, pursuant to the Merger Agreement, a wholly-owned subsidiary of Fifth Third merged with and into MB Financial (the "Merger"), with MB Financial surviving the Merger as a subsidiary of Fifth Third. Under the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuers Common Stock outstanding immediately prior to the Effective Time was converted into the right to receive (i) 1.45 shares of Fifth Third common stock and (ii) $5.54 in cash. Accordingly, after the Merger was completed, the reporting persons no longer beneficially owned any shares of the Issuers Common Stock.
(b) Percent of Class:
0.0% (See Item 4(a)).
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
þ
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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CUSIP
No.
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SCHEDULE 13G
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 26, 2019, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 26, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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55264U108
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SCHEDULE 13G
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share, of MB Financial, Inc., a Maryland corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 26, 2019
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INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General Partner
|
By: /s/ Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
|
By: /s/ Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM INTERNATIONAL MANAGEMENT LP
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
MILLENNIUM GROUP MANAGEMENT LLC
|
By: /s/Mark Meskin
|
Name: Mark Meskin
Title: Chief Trading Officer
|
/s/ Israel A.
Englander
|
Israel
A. Englander
|
MB Financial, Inc. (NASDAQ:MBFIO)
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