SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)<F1>
Wintrust Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
97650W108
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(CUSIP Number)
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<F1>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 97650W108 13G PAGE 1 OF 5 PAGES
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Emmett D. McCarthy
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5. SOLE VOTING POWER
44,621 shares
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6. SHARED VOTING POWER
NUMBER OF
SHARES 446,083 shares
BENEFICIALLY ------------------------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH
REPORTING 44,621 shares
PERSON WITH ------------------------------------------------------
8. SHARED DISPOSITIVE POWER
446,083 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,704 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
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12. TYPE OF REPORTING PERSON
IN
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<PAGE>
ITEM 1(A). NAME OF ISSUER:
Wintrust Financial Corporation
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
727 North Bank Lane
Lake Forest, Illinois 60045
ITEM 2(A). NAME OF PERSON FILING:
Emmett D. McCarthy
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
727 North Bank Lane, Suite 303
Lake Forest, Illinois 60045
ITEM 2(C). CITIZENSHIP:
U.S.A.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
97650 W 10 8
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: 490,704 shares
(b) Percent of Class: 6.0%
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<PAGE>
(c) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
44,621 shares*
(ii) Shared power to vote or direct the vote:
446,083 shares**
(iii) Sole power to dispose or to direct the
disposition of: 44,621 shares*
(iv) Shared power to dispose or to direct the
disposition of: 446,083 shares**
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* Includes 28,254 shares held in the Sarah Katherine
Adams Trust, an irrevocable trust of which Mr.
McCarthy is trustee. Mr. McCarthy disclaims
beneficial ownership of such shares.
** Includes 176,311 shares, 28,962 shares subject to
currently exercisable warrants and 17,689 shares
subject to currently exercisable options to
purchase shares which are held in the Alan W.
Adams Family Trust, and 176,470 shares, 28,962
shares subject to currently exercisable warrants
and 17,689 shares subject to currently exercisable
options to purchase shares which are held in the
Sarah K. Adams Family Trust, both irrevocable
trusts of which Mr. McCarthy is co-trustee. Mr.
McCarthy disclaims beneficial ownership of these
shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
See Item 4 above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer securities and
were not acquired in the connection with or as a participant in
any transaction having such purpose or effect.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 13, 1998
/s/ EMMETT D. McCARTHY
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Emmett D. McCarthy
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