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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Statutory Stock Option (right to buy) | $ 19.59 | 02/01/2006 | D | 10,000 | 04/15/2004(2) | 04/15/2013 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BRITTAIN RANDOLPH W 1695 LARKIN AVENUE ELGIN, IL 60123 |
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| By: /s/ Edward G. Olifer, Power of Attorney | 02/03/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Reorganization by and Between MAF Bancorp, Inc. and EFC Bancorp, Inc., dated June 29, 2005, each share of EFC Bancorp, Inc. common stock was exchanged for either .8082 shares of MAF Bancorp, Inc. common stock or $34.69 in cash, without interest, plus in each case, cash in lieu of any fractional share interest, in accordance with the reporting person's election and the allocation and proration procedures contained in the Agreement and Plan of Reorganization. |
| (2) | Non-Statutory Stock Options granted under the EFC Bancorp, Inc. 2000 Stock Option Plan will vest in five equal annual installments commencing on April 15, 2004. |
| (3) | Each stock option granted by EFC Bancorp, Inc., was either (1) cancelled in the merger in exchange for a cash payment equal to the number of shares of common stock covered by such option multiplied by the amount by which the cash consideration ($34.69) exceeds the exercise price per share or (2) converted into an option to purchase shares of MAF Bancorp, Inc. common stock equal to the product of the number of shares of EFC Bancorp, Inc. common stock subject to the original option and the exchange ratio (.8082), with the exercise price adjusted by dividing the original exercise price by the exchange ratio (.8082). The converted options will have the same terms and conditions as in effect immediately prior to the Effective Time. |