FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BankFinancial CORP [ BFIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/30/2007 | G | V | 25,000 | D | $0 | 142,500 | D | ||
Common Stock | 11/30/2007 | G | V | 25,000 | A | $0 | 97,500 | I | By spouse's trust(1) | |
Common Stock | 12/26/2007 | G | V | 25,000 | D | $0 | 117,500 | D | ||
Common Stock | 12/26/2007 | G | V | 25,000 | A | $0 | 122,500 | I | By spouse's trust(1) | |
Common Stock | 11,791.1402 | I | By 401k(2) | |||||||
Common Stock | 1,855.6957 | I | By Employee Stock Ownership Plan(3) | |||||||
Common Stock | 2,500 | I | By spouse's IRA(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (Rights to Buy) | $14.82 | 02/26/2008 | A | 100,000 | (4) | 09/05/2011 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
Stock Options (Rights to Buy) | $17.62 | (5) | 09/05/2011 | Common Stock | 125,000 | 125,000 | D | ||||||||
Stock Options (Rights to Buy) | $17.62 | (6) | 09/05/2011 | Common Stock | 50,000 | 50,000 | D |
Explanation of Responses: |
1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
2. The information in this report is based on the 401k report dated February 25, 2008 |
3. Reflects ESOP allocations and dispositions that occurred since the date of the reporting person?s last ownership report |
4. Stock Option Awards granted pursuant to the February 2008 amendment to the 2007 management incentive compensation program whereby the executive elected to receive their 2007 incentive compensation in the form of stock options (?the 2008 Elective Stock Options?). These stock options vested upon grant. |
5. Stock Option Awards granted pursuant to the 2006 Equity Incentive Plan of BankFinancial Corporation vest ratably over five annual installments commencing December 15, 2006 |
6. On September 5, 2006, the reporting person was granted an option to purchase 75,000 shares of common stock. The option vests equally over three performance periods based on the issuer's satisfaction of certain performance goals. The performance criteria for the year ended December 31, 2006 and the 9 months ended September 30, 2007 were met, resulting in the vesting of the options as to 50,000 shares. |
/s/ F. Morgan Gasior | 02/28/2008 | |
** Signature of Reporting Person | Date | |
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). | ||
** 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. | ||
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 Number. |