UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 227, 2019

MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland	001-36599	36-4460265
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
800 West Madison Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 422-6562
N/A
(Former name or former address, if changed since last report)

MB FINANCIAL, INC.

~~Check~~(Exact ~~the~~name ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~ registrant ~~under~~as ~~any~~specified ofin ~~the~~its ~~following provisions:~~charter)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Maryland		001-36599		36-4460265
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

800 West Madison Street, Chicago, Illinois		60607
(Address of principal executive offices)		(Zip Code)

~~[ ]~~Registrant’s ~~Pre-commencement~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule~~code: ~~14d-2~~(b888) ~~under the Exchange Act (17 CFR 240.14d~~ 422-~~2(b))~~6562

~~[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))~~N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[ ]~~ o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~ o

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events

On ~~January~~March 227, 2019, Fifth Third Bancorp (“Fifth Third”) and MB Financial, Inc. ~~issued~~(“MB aFinancial”) ~~release~~jointly ~~containing~~announced ~~its~~that ~~fourth~~Fifth ~~quarter~~Third ~~and~~has ~~annual~~received ~~2018~~all ~~results~~necessary ofregulatory ~~operations. A~~approvals ~~copy~~to ofcomplete the ~~release,~~previously ~~including~~announced ~~unaudited~~merger ~~financial~~with ~~information~~MB ~~contained~~Financial. Subject ~~therein~~to the completion of the remaining customary closing conditions, it is ~~attached~~anticipated asthat ~~Exhibit~~the ~~99.1~~closing toof ~~this~~the ~~Current~~transaction ~~Report~~will take place on ~~Form~~March 22, ~~8-K~~2019. A ~~and~~copy ~~incorporated~~of bythe ~~reference~~associated ~~herein~~press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

(d)	Exhibits:

	The following exhibit is filed herewith:

	99.1	Fifth Third Bancorp and MB Financial, Inc. Joint Press Release, dated March 7, 2019.

~~Exhibit 99.1 Release of MB Financial, Inc.~~2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MB FINANCIAL, INC.	~~MB FINANCIAL, INC.~~
Date:	January 18, 2019	By:	/s/Randall T. Conte
Date: March 7, 2019	By:	/s/ Randall T. Conte
		Randall T. Conte	~~Randall T. Conte~~
		Vice President and Chief Financial Officer	~~Vice President and Chief Financial Officer~~
			(Principal Financial Officer)

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