Sec Form 4 Filing - HOLSCHBACH LEON J @ Midland States Bancorp, Inc. - 2017-11-03

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HOLSCHBACH LEON 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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 1201 NETWORK CENTRE DR. 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2017 (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 11/03/2017 M 2,532 A $ 32.13 144,306 ( 1 ) D Common Stock 11/03/2017 D 2,532 D $ 32.13 141,774 ( 1 ) 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 Restricted Stock Unit ( 2 ) 11/03/2017 M 2,532 ( 3 )( 2 ) ( 4 )( 2 ) Common Stock 2,532 $ 32.13 2,532 D Option (right to buy) $ 16 ( 5 ) 12/13/2022 Common Stock 14,072 14,072 D Option (right to buy) $ 18.16 ( 6 ) 12/06/2020 Common Stock 11,820 11,820 D Option (right to buy) $ 16.59 ( 7 ) 12/10/2023 Common Stock 16,274 16,274 D Option (right to buy) $ 21 ( 8 ) 12/02/2024 Common Stock 22,762 22,762 D Option (right to buy) $ 11.75 ( 9 ) 06/22/2019 Common Stock 28,190 28,190 D Option (right to buy) $ 14.7 ( 10 ) 05/05/2018 Common Stock 8,500 8,500 D Option (right to buy) $ 15.2 ( 11 ) 12/31/2019 Common Stock 31,500 31,500 D Option (right to buy) $ 14.75 ( 12 ) 12/16/2021 Common Stock 14,556 14,556 D Option (right to buy) $ 18 ( 13 ) 08/05/2024 Common Stock 90,000 90,000 D Common Share Equivalent ( 14 ) ( 15 ) ( 15 ) Common Stock 4,060.4969 4,060.4969 D Restricted Stock Unit ( 16 ) ( 16 ) ( 16 ) Common Stock 7,048 7,048 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLSCHBACH LEON J 1201 NETWORK CENTRE DR. EFFINGHAM, IL62401 X CEO Signatures /s/ Holschbach Leon J 11/06/2017 Signature of Reporting Person Date /s/ Douglas J. Tucker, attorney-in-fact 11/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes holdings through a self-directed IRA or revocable grantor trust ( 2 )The restricted stock units vest in the three equal annual installments beginning one year after the November 3, 2015 date of grant ( 3 )No exercisable date for this type of award ( 4 )No Expiration date for this type of award ( 5 )These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant. ( 6 )These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant. ( 7 )These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant. ( 8 )These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant. ( 9 )These options vest in four equal annual installments beginning one year after the 06/22/2009 date of grant. ( 10 )These options vest in four equal annual installments beginning one year after the 05/05/2008 date of grant. ( 11 )These options vest in four equal annual installments beginning one year after the 12/31/2009 date of grant. ( 12 )These options vest in four equal annual installments beginning one year after the 12/16/2011 date of grant. ( 13 )Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors. ( 14 )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. ( 15 )Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution. ( 16 )The restricted stock units vest in the two equal annual installments beginning one year after the November 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).

** 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.