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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Midland States Bancorp, Inc.
[ MSBI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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SVP Corporate Counsel
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3. Date of Earliest Transaction
(Month/Day/Year)
11/16/2016
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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Common Stock
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11/16/2016 |
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A |
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2,286 |
A |
$0
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9,739 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Option (right to buy) |
$28.59
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11/16/2016 |
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A |
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5,405 |
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11/16/2017
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11/16/2026 |
Common Stock |
5,405 |
$0
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5,405 |
D |
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| Option (right to buy) |
$17.5
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10/15/2020 |
Common Stock |
25,000 |
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25,000 |
D |
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| Option (right to buy) |
$16
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12/13/2022 |
Common Stock |
5,500 |
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5,500 |
D |
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| Option (right to buy) |
$23
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11/03/2025 |
Common Stock |
11,566 |
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11,566 |
D |
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| Option (right to buy) |
$21
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12/02/2024 |
Common Stock |
7,153 |
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7,153 |
D |
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| Option (right to buy) |
$14.75
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12/16/2021 |
Common Stock |
5,424 |
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5,424 |
D |
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| Option (right to buy) |
$16.59
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12/10/2023 |
Common Stock |
5,899 |
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5,899 |
D |
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| Option (right to buy) |
$18
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08/05/2024 |
Common Stock |
40,000 |
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40,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Tucker Douglas J |
11/18/2016 |
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/s/ Douglas J. Tucker, attorney-in-fact |
11/18/2016 |
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** 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. |
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 fonn 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 2nd day of February, 2016
/s/Doug Tucker
Signature
1 160464.vl
