SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ludwig Jeffrey G.

(Last) (First) (Middle)
1201 NETWORK CENTRE DR.

(Street)
EFFINGHAM IL 62401

(City) (State) (Zip)
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)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/13/2018 M 1,784 A $14.7 135,713.521 D
Common Stock 03/13/2018 S 1,784 D $32.7983(1) 133,929.521 D
Common Stock 11,569(2) I JQ Properties
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $14.7 03/13/2018 M 1,784 (3) 05/05/2018 Common Stock 1,784 $0 5,216 D
Option (right to buy) $18.16 (4) 12/06/2020 Common Stock 16,790 16,790 D
Option (right to buy) $16 (5) 12/13/2022 Common Stock 8,075 8,075 D
Option (right to buy) $23 (6) 11/03/2025 Common Stock 16,800 16,800 D
Option (right to buy) $16.59 (7) 12/10/2023 Common Stock 9,482 9,482 D
Option (right to buy) $15.2 (8) 12/31/2019 Common Stock 15,000 15,000 D
Option (right to buy) $21 (9) 12/02/2024 Common Stock 12,753 12,753 D
Option (right to buy) $11.75 (10) 06/22/2019 Common Stock 18,190 18,190 D
Option (right to buy) $14.75 (11) 12/16/2021 Common Stock 8,356 8,356 D
Option (right to buy) $18 (12) 08/05/2024 Common Stock 60,000 60,000 D
Option (right to buy) $28.59 (13) 11/16/2026 Common Stock 8,383 8,383 D
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 $32.75 - $32.85 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. 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
3. These options vest in four equal annual installments beginning one year after the 05/05/2008 date of grant.
4. These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.
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 11/03/2015 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 12/31/2009 date of grant.
9. These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.
10. These options vest in four equal annual installments beginning one year after the 06/22/2009 date of grant.
11. These options vest in four equal annual installments beginning one year after the 12/16/2011 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. These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.
Remarks:
/s/ Ludwig Jeffrey G 03/14/2018
/s/ Douglas J. Tucker, attorney-in-fact 03/14/2018
** 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 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).
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