Brunoehler Jeffrey A. Form 4 Midland States Bancorp / Jeffrey A. Brunoehler 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^*

Brunoehler Jeffrey A.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Credit - CCO / Midland States Bank

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2017

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	11/16/2017		F		153	D	$31.03	30,720.6028	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
Option (right to buy)	$17.5							(1)	08/02/2020	Common Stock	25,000		25,000	D
Option (right to buy)	$16							(2)	12/13/2022	Common Stock	4,764		4,764	D
Option (right to buy)	$16.59							(3)	12/10/2023	Common Stock	5,154		5,154	D
Option (right to buy)	$23							(4)	11/03/2025	Common Stock	9,576		9,576	D
Option (right to buy)	$21							(5)	12/02/2024	Common Stock	6,406		6,406	D
Option (right to buy)	$14.75							(6)	12/16/2021	Common Stock	4,829		4,829	D
Option (right to buy)	$18							(7)	08/05/2024	Common Stock	10,000		10,000	D
Option (right to buy)	$28.59							(8)	11/16/2026	Common Stock	4,475		4,475	D

Explanation of Responses:

1. These options vest in four equal annual installments beginning one year after the 08/02/2010 date of grant.

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

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

4. These options vest in four equal annual installments beginning one year after the 11/03/2015 date of grant.

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

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

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

8. These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.

Remarks:

	/s/ Brunoehler Jeffrey A	11/17/2017
	/s/ Douglas J. Tucker, attorney-in-fact	11/17/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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