SEC Form 4 · accession 0001593968-17-000561

Midland States Bancorp, Inc. · MSBI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John M Schultz

Director

Period of report

Mar 31, 2017

Accepted (ET)

Apr 4, 2017 · 11:11 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001466026

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 3, 2017	S	1,000	$34.0001	D	323,026	D
Common Stock^F2,F3	Apr 3, 2017	S	1,000	$34.0131	D	87,903	I	JNJ, LLC
Common Stock^F3	holding	—	—		—	2,750	I	Spouse
Common Stock^F3	holding	—	—		—	42,554	I	Agracel, Inc.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Share Equivalent^F4,F5	—	Mar 31, 2017	A	422	A	—	—	Common Stock	422	52,791	D
Common Share Equivalent^F6,F5	—	Mar 31, 2017	A	105	A	—	—	Common Stock	105	52,896	D
Common Share Equivalent^F7,F5	—	Mar 31, 2017	A	305	A	—	—	Common Stock	305	53,201	D

Explanation of responses

F1Includes holdings through a self-directed IRA or revocable grantor trust
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.0001 - $34.13 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.
F3The 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
F4Represents 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.
F5Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.
F6Represents 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.
F7Represents 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.