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

Oct 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Midland States Bancorp, Inc. (MSBI)
CIK: 0001466026
Period of Report: 2016-09-30

Reporting Person: Shaw Thomas D (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Common Share Equivalent	$	A	547.5533	Acquired		Common Stock (547.5533)	Direct
2016-09-30	Common Share Equivalent	$	A	136.8883	Acquired		Common Stock (136.8883)	Direct
2016-09-30	Common Share Equivalent	$	A	144.3442	Acquired		Common Stock (144.3442)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1200	Indirect
Common Stock	7418	Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose

F2: 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.

F3: Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.

F4: 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.

F5: 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.