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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*
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)
02/23/2017
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 02/23/2017 M 2,532 A $35.29 144,306(1) D
Common Stock 02/23/2017 D 2,532 D $35.29 141,774(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
Restricted Stock Unit (2) 02/23/2017 M 2,532 (2) (2) Common Stock 2,532 $35.29 5,064 D
Option (right to buy) $16 (3) 12/13/2022 Common Stock 14,072 14,072 D
Option (right to buy) $18.16 (4) 12/06/2020 Common Stock 11,820 11,820 D
Option (right to buy) $16.59 (5) 12/10/2023 Common Stock 16,274 16,274 D
Option (right to buy) $21 (6) 12/02/2024 Common Stock 22,762 22,762 D
Option (right to buy) $14.6 (7) 08/15/2017 Common Stock 50,000 50,000 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
Option (right to buy) $18 (12) 08/05/2024 Common Stock 90,000 90,000 D
Common Share Equivalent (13) (14) (14) Common Stock 3,987.8992 3,987.8992 D
Restricted Stock Unit (15) (15) (15) Common Stock 7,048 7,048 D
Explanation of Responses:
1. Includes holdings through a self-directed IRA or revocable grantor trust
2. The restricted stock units vest in the three equal annual installments beginning one year after the November 3, 2015 date of grant
3. These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant.
4. These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.
5. These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant.
6. These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.
7. These options vest in four equal annual installments beginning one year after the 08/15/2007 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. Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.
13. No exercise price for this type of award
14. Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.
15. 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 02/27/2017
/s/ Douglas J. Tucker, attorney-in-fact 02/27/2017
** 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.
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.