FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

M3 PARTNERS LP 		2. Issuer Name and Ticker or Trading Symbol

MIDWEST BANC HOLDINGS INC [ MHBIP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

215 S. STATE STREET, SUITE 1170 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2009
(Street)

SALT LAKE CITY, UT 84111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Series A Preferred Convertible Stock   (1) 12/14/2009   (1)   S    19380   (1) D $2.2816   (1) 313867   (1) D    
Series A Preferred Convertible Stock   (1) 12/15/2009   (1)   S    33350   (1) D $2.1724   (1) 280517   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  M3 Partners, L.P., a Delaware limited partnership (the "Fund") and M3 Funds, LLC, a Delaware limited liability company ("M3 Funds"), hereby make this filing with respect to certain depository shares of Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the "Series A Convertible Preferred Stock") of Midwest Banc Holdings, Inc. (the "Issuer") deemed beneficially owned. The shares of Series A Convertible Preferred Stock are convertible into shares of common stock equal to the quotient achieved when $25.00 is divided by the initial conversion price of $15.00, which may be adjusted from time to time.

Remarks:
M3 Funds is the general partner of the Fund; M3 Funds may be deemed to have indirect beneficial ownership of shares of the Issuer directly owned by the Fund. As of the date of this filing, the Fund beneficially owned 280,517 depository shares the Issuer's Series A Convertible Preferred Stock. M3 Funds disclaims beneficial ownership of the shares of the Issuer held by the Fund, except to the extent of M3 Fund's pecuniary interest therein. Jason A. Stock and William C. Waller are the sole members of M3 Funds. Messrs. Stock and Waller also disclaim beneficial ownership of the shares of the Issuer held by the Fund, except to the extent of their respective pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
M3 PARTNERS LP
215 S. STATE STREET
SUITE 1170
SALT LAKE CITY, UT 84111
X

M3 Funds, LLC
215 S. STATE STREET
SUITE 1170
SALT LAKE CITY, UT 84111
X

Waller William Chester
215 S. STATE STREET
SUITE 1170
SALT LAKE CITY, UT 84111
X

Stock Jason Allen
215 S. STATE STREET
SUITE 1170
SALT LAKE CITY, UT 84111
X


Signatures
/s/ Jason A. Stock, Manager of M3 Funds, LLC, General Partner of M3 Partners, LP 12/16/2009
** 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 control number.
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