SEC Form 4 · accession 0001593968-18-001277

Midland States Bancorp, Inc. · MSBI

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

Reporting owner

Jeffrey A. Brunoehler

Officer — SVP Credit - CCO

Period of report

Sep 30, 2018

Accepted (ET)

Oct 2, 2018 · 10:34 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
Common Stock^F1	Sep 30, 2018	A	277	$30.83	A	31,584	D
Common Stock^F2	Sep 30, 2018	A	72	$32.10	A	31,656	D
Common Stock	Oct 1, 2018	M	2,822	$17.50	A	34,478	D
Common Stock^F3	Oct 1, 2018	S	2,822	$32.032	D	31,656	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy)^F4	$17.50	Oct 1, 2018	M	2,822	D	—	Aug 2, 2020	Common Stock	2,822	22,178	D
Option (right to buy)^F5	$16.00	holding	—	—	—	—	Dec 13, 2022	Common Stock	4,764	4,764	D
Option (right to buy)^F6	$16.59	holding	—	—	—	—	Dec 10, 2023	Common Stock	5,154	5,154	D
Option (right to buy)^F7	$23.00	holding	—	—	—	—	Nov 3, 2025	Common Stock	9,576	9,576	D
Option (right to buy)^F8	$21.00	holding	—	—	—	—	Dec 2, 2024	Common Stock	6,406	6,406	D
Option (right to buy)^F9	$14.75	holding	—	—	—	—	Dec 16, 2021	Common Stock	4,829	4,829	D
Option (right to buy)^F10	$18.00	holding	—	—	—	—	Aug 5, 2024	Common Stock	10,000	10,000	D
Option (right to buy)^F11	$28.59	holding	—	—	—	—	Nov 16, 2026	Common Stock	4,475	4,475	D

Explanation of responses

F1Represents shares acquired by the reporting person through contributions to the Employee Stock Purchase Plan of the Issuer (ESPP). for the calendar quarter. Pursuant to the ESPP, the price used for each quarterly purchase is the lower of 90% of the fair market of the Issuers shares on the first day of the calendar quarter or the closing price of the shares on the last day of the quarter.
F10Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.
F11These options vest in four equal annual installments beginning one year after the 11/16/2016 date of grant.
F2Represents shares acquired by the reporting person in the ESPP pursuant to the reinvestment of dividends received during the quarter on shares held in the ESPP by the reporting person at the time such dividend was paid. Pursuant to the ESPP, the price used for each dividend reinvestment is the closing price of the Issuers shares on the last day of the quarter.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 - $32.155 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 to this form.
F4These options vest in four equal annual installments beginning one year after the 08/02/2010 date of grant.
F5These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant.
F6These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant.
F7These options vest in four equal annual installments beginning one year after the 11/03/2015 date of grant.
F8These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.
F9These options vest in four equal annual installments beginning one year after the 12/16/2011 date of grant.