Midland States Bancorp, Inc. — Director's Dealing 2016

Dec 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Midland States Bancorp, Inc. (MSBI)
CIK: 0001466026
Period of Report: 2016-12-13

Reporting Person: HOLSCHBACH LEON J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-13	Common Stock	F	365	$33.47	Disposed	141774	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$16	2022-12-13	Common Stock (14072)	14072	Direct
Option (right to buy)	$18.16	2020-12-06	Common Stock (11820)	11820	Direct
Option (right to buy)	$16.59	2023-12-10	Common Stock (16274)	16274	Direct
Option (right to buy)	$21	2024-12-02	Common Stock (22762)	22762	Direct
Option (right to buy)	$14.60	2017-08-15	Common Stock (50000)	50000	Direct
Option (right to buy)	$11.75	2019-06-22	Common Stock (28190)	28190	Direct
Option (right to buy)	$14.70	2018-05-05	Common Stock (8500)	8500	Direct
Option (right to buy)	$15.20	2019-12-31	Common Stock (31500)	31500	Direct
Option (right to buy)	$14.75	2021-12-16	Common Stock (14556)	14556	Direct
Restricted Stock Unit	$		Common Stock (7596)	7596	Direct
Option (right to buy)	$18	2024-08-05	Common Stock (90000)	90000	Direct
Common Share Equivalent	$		Common Stock (3969.6711)	3969.6711	Direct
Restricted Stock Unit	$		Common Stock (7048)	7048	Direct

Footnotes

F1: Includes holdings through a self-directed IRA or revocable grantor trust

F2: These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant.

F3: These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.

F4: These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant.

F5: These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.

F6: These options vest in four equal annual installments beginning one year after the 08/15/2007 date of grant.

F7: These options vest in four equal annual installments beginning one year after the 06/22/2009 date of grant.

F8: These options vest in four equal annual installments beginning one year after the 05/05/2008 date of grant.

F9: These options vest in four equal annual installments beginning one year after the 12/31/2009 date of grant.

F10: These options vest in four equal annual installments beginning one year after the 12/16/2011 date of grant.

F11: The restricted stock units vest in the three equal annual installments beginning one year after the November 16, 2015 date of grant

F12: Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.

F13: 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.

F14: Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.

F15: The restricted stock units vest in the two equal annual installments beginning one year after the November 16, 2016 date of grant