Illinois
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36-3873352
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Large accelerated filer
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☒
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act.
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Title of Securities to be
Registered
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Amount to be
Registered |
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Proposed Maximum
Offering Price Per Share |
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Proposed Maximum
Aggregate Offering Price |
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Amount of
Registration Fee |
Common Stock, no par value per share
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200,000 shares (1)
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$88.35 (2)
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$17,670,000.00 (2)
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$2,199.92 (2)
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(1)
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Reflects shares of common stock, no par value per share (the “
Common Stock
”), of Wintrust Financial Corporation, an Illinois corporation (the “
Registrant
”), being registered hereunder that may be issued pursuant to the Wintrust Financial Corporation Amended and Restated Employee Stock Purchase Plan (the “
Plan
”). In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement on Form S-8 (the “
Registration Statement
”) also covers such additional and indeterminate number of securities as may become issuable pursuant to the provisions of the Plan relating to adjustments for changes resulting from a stock dividend, stock split or similar change.
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(2)
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Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $88.35 per share represents the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on June 28, 2018.
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(a)
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the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Commission on February 28, 2018;
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(b)
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the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Commission on May 9, 2018;
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(c)
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the Registrant’s Current Report on Form 8-K, filed with the Commission on May 25, 2018; and
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(d)
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the description of the Common Stock, which is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), in the Registrant’s Form 8-A filed with the Commission on January 3, 1997, including any subsequently filed amendments and reports updating such description.
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Exhibit No.
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Description
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*
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Previously filed with the Commission and incorporated herein by reference.
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**
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Filed herewith.
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WINTRUST FINANCIAL CORPORATION
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By:
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/s/Kathleen M. Boege
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Kathleen M. Boege
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Executive Vice President, General Counsel, and Corporate Secretary
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Name
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Title
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Date
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/s/
H. Patrick Hackett, Jr.
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Chairman of the Board of Directors
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June 29, 2018
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H. Patrick Hackett, Jr.
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/s/
Edward J. Wehmer
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President, Chief Executive Officer and Director
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June 29, 2018
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Edward J. Wehmer
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(Principal Executive Officer)
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/s/
David L. Stoehr
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Executive Vice President and Chief Financial Officer
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June 29, 2018
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David L. Stoehr
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(Principal Financial and Accounting Officer)
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/s/
Peter D. Crist
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Director
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June 29, 2018
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Peter D. Crist
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/s/
Bruce K. Crowther
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Director
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June 29, 2018
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Bruce K. Crowther
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/s/
William J. Doyle
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Director
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June 29, 2018
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William J. Doyle
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/s/
Zed S. Francis III
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Director
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June 29, 2018
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Zed S. Francis III
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/s/
Marla F. Glabe
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Director
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June 29, 2018
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Marla F. Glabe
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/s/Scott K. Heitmann
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Director
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June 29, 2018
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Scott K. Heitmann
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/s/
Christopher J. Perry
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Director
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June 29, 2018
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Christopher J. Perry
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/s/
Ingrid S. Stafford
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Director
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June 29, 2018
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Ingrid S. Stafford
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/s/Gary D. “Joe” Sweeney
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Director
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June 29, 2018
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Gary D. “Joe” Sweeney
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/s/
Sheila G. Talton
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Director
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June 29, 2018
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Sheila G. Talton
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Very truly yours,
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/s/Kathleen M. Boege
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Kathleen M. Boege
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Executive Vice President, General Counsel, and Corporate Secretary
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