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SEC FORM 4 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*
Erickson Stephen 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)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2018
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 03/29/2018 A 257.319 A $29.23(1) 5,452.974 D
Common Stock 03/29/2018 A 2.827 A $31.56(2) 5,455.801 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) $16 (3) 12/13/2022 Common Stock 2,438 2,438 D
Option (right to buy) $23 (3) 11/03/2025 Common Stock 5,045 5,045 D
Option (right to buy) $16.59 (3) 12/10/2023 Common Stock 4,822 4,822 D
Option (right to buy) $28.59 (3) 11/16/2026 Common Stock 2,289 2,289 D
Option (right to buy) $21 (3) 12/02/2024 Common Stock 3,909 3,909 D
Option (right to buy) $16 (3) 05/08/2022 Common Stock 25,000 25,000 D
Explanation of Responses:
1. Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer (ESPP) for the calendar quarter. Pursuant to the ESPP, the price used for each quarterly purchase is the lower of 90% of the fair market of the Issuers shares on the first day of the calendar quarter or the closing price of the shares on the last day of the quarter.
2. Represents shares acquired by the reporting person in the ESPP pursuant to the reinvestment of dividends received during the quarter on shares held in the ESPP by the reporting person at the time such dividend was paid based upon the closing price of the underlying shares on the last day of the quarter.
3. These options have a 10 year term and become partially exercisable after 1 year and vest in four equal annual installments.
Remarks:
/s/ Erickson Stephen A 04/03/2018
/s/ Douglas J. Tucker, attorney-in-fact 04/03/2018
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1160464.v1
POWER OF ATTORNEY  SECTION 16 FILINGS

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Douglas J. Tucker and Sarah Leonard as the undersigned's
true and lawful attorney-in-fact to:

	(1) prepare, execute for and on behalf of the undersigned, and submit to
the United States Securities and Exchange Commission (the "Commission") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the Commission of reports required by Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any rule or regulation of the SEC;

	(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as a reporting person of Midland States Bancorp, Inc. (the
"Company") pursuant to Section 16 of the Exchange Act and the rules
thereunder, Forms 3, 4 and 5 in accordance with Section 16(a) of the
Exchange Act and the rules thereunder;

	(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form
3, 4 or 5, complete and execute any amendment or amendments thereto and
file such form with the Commission and the applicable stock exchange or
similar authority; and

	(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by any of such
attorneys-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as any of such attorneys-in-fact may approve in his or her discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to act separately and to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that any of such attorneys-in-fact, or the substitute or substitutes of
any of such attorneys-in-fact, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of February, 2018.

       /s/Stephen A. Erickson
	Signature