SEC Form 4 · accession 0001593968-18-001282
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
Sep 30, 2018
Accepted (ET)
Oct 2, 2018 · 10:42 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 | Oct 1, 2018 | S | 1,000 | $31.92 | D | 285,426 | D | |
| Common StockF2,F3 | Oct 1, 2018 | S | 1,000 | $31.9175 | D | 69,903 | I | JNJ, LLC |
| Common StockF3 | holding | — | — | — | 2,750 | I | Spouse | |
| Common StockF3 | 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,F4,F6 | — | Sep 30, 2018 | A | 442 | A | — | — | Common Stock | 442 | 58,695 | D |
| Common Share EquivalentF7,F4,F6 | — | Sep 30, 2018 | A | 110 | A | — | — | Common Stock | 110 | 58,806 | D |
| Common Share EquivalentF8,F4,F6 | — | Sep 30, 2018 | A | 399 | A | — | — | Common Stock | 399 | 59,205 | 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 $31.9001 - $31.9250 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.
- 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
- F4No exercise price for this type of award
- F5Represents common share equivalents acquired by the reporting person under the Issuers Directors Deferred Compensation Plan (DDCP) with respect to director 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 fully vested on the transaction date listed above and become payable upon termination of service as a director.
- F6Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.
- F7Represents 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.
- F8Represents 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 fully vested on the transaction date listed above and become payable upon termination of service as a director.