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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*
Thompson Kevin L
(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)
06/30/2017
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 06/30/2017 A 294.856 A $30.95(1) 2,753.293 D
Common Stock 06/30/2017 A 0.647 A $33.52(2) 2,753.94 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) $28.59 (3) 11/16/2026 Common Stock 5,556 5,556 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 vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.
Remarks:
/s/ Thompson Kevin 07/05/2017
/s/ Douglas J. Tucker, attorney-in-fact 07/05/2017
** 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.




POWER OF ATTORNEY - SECTION 16 FILINGS

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Douglas
J. Tucker, Stephanie Gurgel and Sarah Leonard as the undersigned's true and
lawful attomey-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 attomeys-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
attomeys in-fact on behalf of the undersigned pursuant to this Power of
Attomey 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, necessruy, 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 confinning all that any of such attomeys-in-fact, or the substitute or
substitutes of any of such attorneys-in-fact, shall lawfully do or cause to
be done by vi1tue of this Power of Attomey 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  14th day of November, 2016.


/s/Kevin L. Thompson
Signature



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