SEC Filing | Midland States Bancorp Inc

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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^*

Miller Dwight A

(Last)

(First)

(Middle)

1201 NETWORK CENTRE DR.

(Street)

EFFINGHAM

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								71,095	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Share Equivalents	⁽¹⁾⁽²⁾	12/31/2018		A		470.009		⁽³⁾	⁽³⁾	Common Stock	470.009	$22.34	15,524.0262	D
Common Share Equivalents	⁽¹⁾⁽⁴⁾	12/31/2018		A		117.5022		⁽³⁾	⁽³⁾	Common Stock	117.5022	$22.34	15,641.5284	D
Common Share Equivalents	⁽¹⁾⁽⁵⁾	12/31/2018		A		148.249		⁽³⁾	⁽³⁾	Common Stock	148.249	$22.34	15,789.7774	D

Explanation of Responses:

1. No exercise price for this type of award

2. Represents common share equivalents acquired by the reporting person under the Directors Deferred Compensation Plan (DDCP) of the Issuer with respect to directors fees deferred by the reporting person during the quarter, based upon the closing price of the underlying shares on the last day of the quarter. Each common share equivalent is the economic equivalent of one share of common stock. Common share equivalents received for deferred director fees are fully vested on the transaction date listed above.

3. Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.

4. Represents common share equivalents acquired by the reporting person in the DDCP through the 25% Issuer matching contribution for the director fees paid to the reporting person during the quarter, based upon the closing price of the underlying shares on the last day of the quarter. Common share equivalents received for the Issuer matching contribution vest in four equal annual portions beginning on the first anniversary of the grant date, and unvested matching contributions are forfeited at the time service as a director terminates.

5. Represents common share equivalents acquired by the reporting person in the DDCP pursuant to the reinvestment of dividends received during the quarter on common share equivalents held in the DDCP by the reporting person at the time such dividend was paid on the underlying shares, based upon closing price of the underlying shares on the last day of the quarter. Common share equivalents received for dividend reinvestments are fully vested on the transaction date listed above and become payable upon termination of service as a director.

Remarks:

	/s/ Miller Dwight A	01/03/2019
	/s/ Douglas J. Tucker, attorney-in-fact	01/03/2019
	** 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/Dwight Miller
Signature


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