Holschbach Leon J Form 4 Midland States Bancorp / LEON J HOLSCHBACH 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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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^*

HOLSCHBACH LEON J

(Last) (First) (Middle)

1201 NETWORK CENTRE DR.

(Street)

EFFINGHAM IL 62401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Midland States Bancorp, Inc. [ MSBI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2017

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								141,774(1)	D

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
Common Share Equivalent	(2)	03/31/2017		A		23.1919		(3)	(3)	Common Stock	23.1919	$34.39	4,011.0911	D
Option (right to buy)	$16							(4)	12/13/2022	Common Stock	14,072		14,072	D
Option (right to buy)	$18.16							(5)	12/06/2020	Common Stock	11,820		11,820	D
Option (right to buy)	$16.59							(6)	12/10/2023	Common Stock	16,274		16,274	D
Option (right to buy)	$21							(7)	12/02/2024	Common Stock	22,762		22,762	D
Option (right to buy)	$11.75							(8)	06/22/2019	Common Stock	28,190		28,190	D
Option (right to buy)	$14.7							(9)	05/05/2018	Common Stock	8,500		8,500	D
Option (right to buy)	$15.2							(10)	12/31/2019	Common Stock	31,500		31,500	D
Option (right to buy)	$14.75							(11)	12/16/2021	Common Stock	14,556		14,556	D
Restricted Stock Unit	(12)							(12)	(12)	Common Stock	5,064		5,064	D
Option (right to buy)	$18							(13)	08/05/2024	Common Stock	90,000		90,000	D
Restricted Stock Unit	(14)							(14)	(14)	Common Stock	7,048		7,048	D

Explanation of Responses:

1. Includes holdings through a self-directed IRA or revocable grantor trust

2. Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares, based upon closing price of the underlying shares on the last day of the quarter. Common share equivalents received for dividend reinvestments are fully vested on the transaction date listed above and become payable upon termination of service as a director.

3. Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.

4. These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant.

5. These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.

6. These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant.

7. These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.

8. These options vest in four equal annual installments beginning one year after the 06/22/2009 date of grant.

9. These options vest in four equal annual installments beginning one year after the 05/05/2008 date of grant.

10. These options vest in four equal annual installments beginning one year after the 12/31/2009 date of grant.

11. These options vest in four equal annual installments beginning one year after the 12/16/2011 date of grant.

12. The restricted stock units vest in the three equal annual installments beginning one year after the November 3, 2015 date of grant

13. Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.

14. The restricted stock units vest in the two equal annual installments beginning one year after the November 16, 2016 date of grant

Remarks:

	/s/ Holschbach Leon J	04/04/2017
	/s/ Douglas J. Tucker, attorney-in-fact	04/04/2017
	** 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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