SEC Filing | Midland States Bancorp Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

Midland States Bancorp Inc. Illinois (MSBI)

(Name of Issuer)

Common Stock

(Title of Class of Securities)

597742105

(CUSIP Number)

12/31/2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	☐	Rule 13d-1(b)

	☑	Rule 13d-1(c)

	☐	Rule 13d-1(d)

* 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 (“Act”) 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).

CUSIP No .

597742105

Page 2 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			FJ Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,435,497 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	990,061 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,435,497 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.91%
12	TYPE OF REPORTING PERSON			IA

(1)

Consists of 798,164 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 13,277 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC and 56,179 shares of common stock of the Issuer held by Bridge Equities XI LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 178,620 shares of common stock of the Issuer held by managed accounts that FJ Capital Management manages; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

(2)

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	798,164 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	798,164 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			798,164 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			3.29%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 798,164 shares of common stock of the Issuer held by Financial Opportunity Fund, LLC.

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597742105

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Financial Opportunity Long/Short Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	13,277 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	13,277 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			13,277 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.05%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 13,277 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund, LLC.

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597742105

Page 5 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Martin Friedman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			United States
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	1,435,497 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	990,061 (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			1,435,497 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			5.91%
12	TYPE OF REPORTING PERSON			IN

(1)

Consists of 798,164 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 13,277 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC and 56,179 shares of common stock of the Issuer held by Bridge Equities XI LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 178,620 shares of common stock of the Issuer held by managed accounts that FJ Capital Management manages. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

(2)

Consists of 798,164 shares of common stock of the Issuer held by Financial Opportunity Fund LLC and 13,277 shares of common stock of the Issuer held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 178,620 shares of common stock of the Issuer held by managed accounts that FJ Capital Management manages. Martin Friedman is the Managing Member of FJ Capital Management LLC; as such, Mr. Friedman may be deemed to be a beneficial owner of reported shares but as to which Mr. Friedman disclaims beneficial ownership.

CUSIP No .

597742105

Page 6 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	389,257 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	389,257 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			389,257 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.60%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC.

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597742105

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Bridge Equities XI, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	56,179 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	56,179 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			56,179 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			0.23%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 56,179 shares of common stock of the Issuer held by Bridge Equities XI, LLC.

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597742105

Page 8 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Manager, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	445,436 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	445,436 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			445,436 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.84%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC and 56,179 shares of common stock of the Issuer held by Bridge Equities XI LLC, of which SunBridge Manager, LLC is the Managing Member; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares.

CUSIP No .

597742105

Page 9 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			SunBridge Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	445,436 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	445,436 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			445,436 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.84%
12	TYPE OF REPORTING PERSON			OO

(1)

Consists of 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC and 56,179 shares of common stock of the Issuer held by Bridge Equities XI LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

CUSIP No .

597742105

Page 10 of 17

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)			Realty Investment Company, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ☑ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION			Maryland
NUMBER OF SHARES		5	SOLE VOTING POWER
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER	445,436 (1)
EACH REPORTING		7	SOLE DISPOSITIVE POWER
PERSON WITH:		8	SHARED DISPOSITIVE POWER	445,436 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			445,436 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES			☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9			1.84%
12	TYPE OF REPORTING PERSON			CO

(1)

Consists of 389,257 shares of common stock of the Issuer held by Bridge Equities III, LLC and 56,179 shares of common stock of the Issuer held by Bridge Equities XI LLC, of which SunBridge Manager, LLC is the Managing Member. SunBridge Holdings, LLC is the Managing Member of SunBridge Manager, LLC. Realty Investment Company, Inc. is the Manager of SunBridge Holdings, LLC; as such, the Reporting Person may be deemed to be a beneficial owner of reported shares but as to which the Reporting Person disclaims beneficial ownership.

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Item 1(a).		Name of Issuer:

		Midland States Bancorp ILL (MSBI)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		1201 Network Centre Drive
		Effingham, IL 62401

Item 2(a).		Name of Person Filing:

		This Schedule 13G is being filed on behalf of the following Reporting Persons: Financial Opportunity Fund LLC Financial Opportunity Long/Short Fund LLC Bridge Equities III, LLC Bridge Equities XI, LLC FJ Capital Management LLC Martin Friedman SunBridge Manager, LLC SunBridge Holdings, LLC Realty Investment Company, Inc

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		FJ Capital Management, LLC 1313 Dolley Madison Blvd, Ste 306 McLean, VA 22101 Financial Opportunity Fund LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Financial Opportunity Long/Short Fund LLC 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Martin Friedman 1313 Dolley Madison Blvd., Ste 306 McLean, VA 22101 Bridge Equities III, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Bridge Equities XI, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 SunBridge Manager, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

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		SunBridge Holdings, LLC 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759 Realty Investment Company, Inc 8171 Maple Lawn Blvd, Suite 375 Fulton, MD 20759

Item 2(c).		Citizenship:

		Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, Bridge Equities III, LLC, Bridge Equities XI, LLC, and FJ Capital Management LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC – Delaware limited liability companies Martin Friedman – United States citizen Realty Investment Company, Inc – Maryland corporation

Item 2(d).		Title of Class of Securities:

		Common Stock

Item 2(e).		CUSIP Number:

		597742105

Item 3.	If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:

	FJ Capital Management LLC – 1,435,397 shares Financial Opportunity Fund LLC – 798,164 shares Financial Opportunity Long/Short Fund LLC – 13,277 shares Martin Friedman – 1,435,397 shares Bridge Equities III, LLC – 389,257 shares Bridge Equities XI, LLC – 56,179 shares SunBridge Manager, LLC – 445,436 shares SunBridge Holdings, LLC - 445,436 shares Realty Investment Company, Inc – 445,436 shares

(b)	Percent of class:

	FJ Capital Management LLC – 5.91% Financial Opportunity Fund LLC – 3.29% Financial Opportunity Long/Short Fund LLC – 0.05% Martin Friedman – 5.91% Bridge Equities III, LLC – 1.60% Bridge Equities XI, LLC – 0.23% SunBridge Manager, LLC – 1.84% SunBridge Holdings, LLC – 1.84% Realty Investment Company, Inc – 1.84%

(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote

		All Reporting Persons - 0

	(ii)	Shared power to vote or to direct the vote

		FJ Capital Management LLC – 1,435,397 shares Financial Opportunity Fund LLC – 798,164 shares Financial Opportunity Long/Short Fund LLC – 13,277 shares Martin Friedman – 1,435,397 shares Bridge Equities III, LLC – 389,257 shares Bridge Equities XI, LLC – 56,179 shares SunBridge Manager, LLC – 445,436 shares SunBridge Holdings, LLC - 445,436 shares Realty Investment Company, Inc – 445,436 shares

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		(iii)	Sole power to dispose or to direct the disposition of

			All Reporting Persons – 0

		(iv)	Shared power to dispose or to direct the disposition of

			FJ Capital Management LLC – 990,061 shares Financial Opportunity Fund LLC – 798,164 shares Financial Opportunity Long/Short Fund LLC – 13,277 shares Martin Friedman – 990,061 shares Bridge Equities III, LLC – 389,257 shares Bridge Equities XI, LLC – 56,179 shares SunBridge Manager, LLC – 445,436 shares SunBridge Holdings, LLC - 445,436 shares Realty Investment Company, Inc – 445,436 shares

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	N/A.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	N/A


Item 8.	Identification and Classification of Members of the Group.

	Due to the relationships among them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.

Item 9.	Notice of Dissolution of Group.

	N/A

Item 10.	Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

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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: 2/03/2020

Financial Opportunity Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

Financial Opportunity Long/Short Fund LLC

By: FJ Capital Management LLC, its Managing Member

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

FJ Capital Management LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

/s/ Martin Friedman

MARTIN FRIEDMAN

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Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

Bridge Equities XI, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

SunBridge Manager, LLC

By: SunBridge Holdings, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

SunBridge Holdings, LLC

By: Realty Investment Company, Inc., its Manager

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

realty investment company, inc.

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

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Joint Filing Agreement

The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Common Stock Midland States Bancorp Inc Illinois (MSBI) shall be filed on behalf of the undersigned.

Financial Opportunity Fund LLC

By: FJ Capital Management, LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

Financial Opportunity Long/short

Fund LLC

By: FJ Capital Management, LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

FJ Capital Management LLC

By: /s/ Martin Friedman

Name: Martin Friedman

Title: Managing Member

/s/ Martin Friedman

MARTIN FRIEDMAN

Bridge Equities XI, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

Bridge Equities III, LLC

By: SunBridge Manager, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: Manager

SunBridge Manager, LLC

By: SunBridge Holdings, LLC, its Managing Member

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

Sunbridge holdings, llc

By: Realty Investment Company, Inc., its Manager

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President

realty investment company, inc.

By: /s/ Christine A. Shreve

Name: Christine A. Shreve

Title: President