Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Guinta Caryn J
2. Date of Event Requiring Statement (Month/Day/Year)
02/20/2013
3. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [FMBI]
(Last)
(First)
(Middle)
ONE PIERCE PLACE, SUITE 1500
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Dir of Employee Resources
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ITASCA, IL 60143
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 12,501 (1)
D
 
Common Stock 15,101
I
By Profit Sharing Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)   (2) 02/24/2014 Common Stock 1,396 $ 32.715 D  
Non-qualified Stock Option (Right to Buy)   (3) 05/20/2014 Common Stock 465 $ 32.75 D  
Non-qualified Stock Option (Right to Buy)   (4) 02/23/2015 Common Stock 2,901 $ 33.61 D  
Non-qualified Stock Option (Right to Buy)   (5) 02/22/2016 Common Stock 4,501 $ 33.92 D  
Non-qualified Stock Option (Right to Buy)   (6) 02/21/2017 Common Stock 4,097 $ 38.62 D  
Phantom Stock Under NQ Retirement Plan   (7)   (7) Common Stock 48 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guinta Caryn J
ONE PIERCE PLACE
SUITE 1500
ITASCA, IL 60143
      EVP, Dir of Employee Resources  

Signatures

/s/ Caryn J. Guinta 02/22/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The number of shares reported includes 7,576 shares of restricted stock subject to vesting requirements.
(2) The stock option vests in two equal installments, specifically on February 24, 2006 and February 24, 2007, respectively.
(3) The stock option vests in two equal installments, specifically on May 20, 2006 and May 20, 2007, respectively.
(4) The stock option vests in two equal installments, specifically on February 23, 2007 and February 23, 2008, respectively.
(5) The stock option vests in two equal installments, specifically on February 22, 2008 and February 22, 2009, respectively.
(6) The stock option vests in two equal installments, specifically on February 21, 2009 and February 21, 2010, respectively.
(7) Shares of phantom stock acquired under the Nonqualified Retirement Plan have a 1-for-1 conversion ratio and are payable in cash upon distribution to the Participant in accordance with the terms of the Plan.

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