SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

HOLSCHBACH LEON J

(Last)

(First)

(Middle)

1201 NETWORK CENTRE DR.

(Street)

EFFINGHAM

62401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/23/2016

3. Issuer Name and Ticker or Trading Symbol
Midland States Bancorp, Inc. [ MSBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	142,950⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽²⁾	12/13/2022	Common Stock	14,072	$16	D
Option (right to buy)	⁽³⁾	12/06/2020	Common Stock	11,820	$18.16	D
Option (right to buy)	⁽⁴⁾	12/10/2023	Common Stock	16,274	$16.59	D
Option (right to buy)	⁽⁵⁾	12/02/2024	Common Stock	22,762	$21	D
Option (right to buy)	⁽⁶⁾	08/15/2017	Common Stock	50,000	$14.6	D
Option (right to buy)	⁽⁷⁾	06/22/2019	Common Stock	28,190	$11.75	D
Option (right to buy)	⁽⁸⁾	05/05/2018	Common Stock	8,500	$14.7	D
Option (right to buy)	⁽⁹⁾	12/31/2019	Common Stock	31,500	$15.2	D
Option (right to buy)	⁽¹⁰⁾	12/16/2021	Common Stock	14,556	$14.75	D
Restricted Stock Unit	⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,596	⁽¹¹⁾	D
Option (right to buy)	⁽¹²⁾	08/05/2024	Common Stock	90,000	$18	D
Common Share Equivalent	⁽¹³⁾	⁽¹³⁾	Common Stock	3,908	⁽¹³⁾	D

Explanation of Responses:

1. Includes holdings through a self-directed IRA or revocable grantor trust

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

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

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

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

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

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

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

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

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

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

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

13. Represents common share equivalents held pursuant to Directors Deferred Compensation Plan as of the date of this form. Each common share equivalent is the economic equivalent of one share of common stock. Common stock equivalents become payable upon the reporting persons termination of service as a director.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas J. Tucker, attorney-in-fact	05/23/2016
	** 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 5 (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.
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