Sec Form 4 Filing - Tucker Douglas J. @ Midland States Bancorp, Inc. - 2016-11-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tucker Douglas J.
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)
SVP Corporate Counsel
(Last) (First) (Middle)
1201 NETWORK CENTRE DR.
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2016
(Street)
EFFINGHAM, IL62401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/21/2016 S 2,416 D $ 28.9 ( 1 ) 7,179 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 17.5 ( 3 ) 10/15/2020 Common Stock 25,000 25,000 D
Option (right to buy) $ 16 ( 4 ) 12/13/2022 Common Stock 5,500 5,500 D
Option (right to buy) $ 23 ( 5 ) 11/03/2025 Common Stock 11,566 11,566 D
Option (right to buy) $ 21 ( 6 ) 12/02/2024 Common Stock 7,153 7,153 D
Option (right to buy) $ 14.75 ( 7 ) 12/16/2021 Common Stock 5,424 5,424 D
Option (right to buy) $ 16.59 ( 8 ) 12/10/2023 Common Stock 5,899 5,899 D
Option (right to buy) $ 18 ( 9 ) 08/05/2024 Common Stock 40,000 40,000 D
Option (right to buy) $ 28.59 ( 10 ) 11/16/2026 Common Stock 5,405 5,405 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tucker Douglas J.
1201 NETWORK CENTRE DR.
EFFINGHAM, IL62401
SVP Corporate Counsel
Signatures
/s/ Tucker Douglas J 11/22/2016
Signature of Reporting Person Date
/s/ Douglas J. Tucker, attorney-in-fact 11/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.75 - $29.11 inclusive. The reporting person undertakes to provide to Midland States Bancorp, Inc., any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnote 1 to this form.
( 2 )This amount includes an adjustment to the amount included on the reporting persons last Form 4. That Form 4 did not correctly subtract the 144 shares which were reported as disposed of in connection with the Federal tax withholding for the 11/3/2016 restricted stock vest.
( 3 )These options vest in three equal annual installments beginning one year after the 10/15/2010 date of grant.
( 4 )These options vest in three equal annual installments beginning one year after the 12/13/2012 date of grant.
( 5 )These options vest in four equal annual installments beginning one year after the 11/03/2015 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 three equal annual installments beginning one year after the 12/16/2011 date of grant.
( 8 )These options vest in three equal annual installments beginning one year after the 12/10/2013 date of grant.
( 9 )Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.
( 10 )These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.

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).
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