Centrue Financial Form 4 CENTRUE FINANCIAL / EVERETT J SOLON ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SOLON EVERETT J

(Last) (First) (Middle)

122 W. MADISON STREET

(Street)

OTTAWA IL 61350

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRUE FINANCIAL CORP [ CFCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Market President

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	06/09/2017		D		6,569	D	(1)	0	I	401K Plan
Common Stock	06/09/2017		D		1,175.88	D	(1)	0	D
Common Stock	06/09/2017		D		2,166	D	(1)	0	I	BY IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Restricted Stock Units	$0.0	06/09/2017		D			1,886.9438	(2)	06/09/2017	Common Stock	1,886.9438	(2)	0	D
Phantom Stock	$0.0	06/09/2017		D			189.0681	(3)	06/09/2017	Common Stock	189.0681	(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the per share value as set forth in the merger agreement.

2. Each Restricted Stock Unit was vested in connection with the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the Per Share Value as set forth in the merger agreement.

3. Each share of Phantom Stock was vested in connection with the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the Per Share Value as set forth in the merger agreement.

	/s/ Everett J. Solon by Daniel R. Kadolph as Power of Attorney	06/09/2017
	** 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).
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