SEC Form 4 · accession 0001593968-17-000863
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
Jun 30, 2017
Accepted (ET)
Jul 5, 2017 · 10:04 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 StockF1,F2 | Jul 3, 2017 | S | 1,000 | $33.517 | D | 320,026 | D | |
| Common StockF3,F4 | Jul 3, 2017 | S | 1,000 | $33.581 | D | 84,903 | I | JNJ, LLC |
| Common StockF4 | holding | — | — | — | 2,750 | I | Spouse | |
| Common StockF4 | 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 EquivalentF5,F6,F7 | — | Jun 30, 2017 | A | 625 | A | — | — | Common Stock | 625 | 53,825 | D |
| Common Share EquivalentF5,F8,F7 | — | Jun 30, 2017 | A | 156 | A | — | — | Common Stock | 156 | 53,981 | D |
| Common Share EquivalentF5,F9,F7 | — | Jun 30, 2017 | A | 317 | A | — | — | Common Stock | 317 | 54,299 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.5101 - 33.53 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.
- F2Includes holdings through a self-directed IRA or revocable grantor trust
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.52 - 33.7101 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.
- F4The 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
- F5No exercise price for this type of award
- F6Represents 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.
- F7Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.
- F8Represents 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.
- F9Represents 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.