Statement of Changes in Beneficial Ownership (4)
October 03 2017 - 12:54PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
HOLSCHBACH LEON J
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2. Issuer Name
and
Ticker or Trading Symbol
Midland States Bancorp, Inc.
[
MSBI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
1201 NETWORK CENTRE DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2017
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(Street)
EFFINGHAM, IL 62401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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141774
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Share Equivalent
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(2)
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9/29/2017
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A
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25.4736
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(3)
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(3)
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Common Stock
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25.4736
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$31.68
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4060.4969
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D
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Option (right to buy)
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$16
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(4)
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12/13/2022
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Common Stock
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14072
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14072
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D
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Option (right to buy)
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$18.16
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(5)
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12/6/2020
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Common Stock
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11820
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11820
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D
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Option (right to buy)
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$16.59
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(6)
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12/10/2023
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Common Stock
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16274
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16274
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D
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Option (right to buy)
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$21
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(7)
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12/2/2024
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Common Stock
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22762
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22762
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D
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Option (right to buy)
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$11.75
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(8)
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6/22/2019
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Common Stock
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28190
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28190
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D
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Option (right to buy)
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$14.70
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(9)
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5/5/2018
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Common Stock
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8500
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8500
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D
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Option (right to buy)
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$15.20
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(10)
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12/31/2019
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Common Stock
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31500
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31500
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D
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Option (right to buy)
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$14.75
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(11)
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12/16/2021
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Common Stock
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14556
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14556
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D
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Restricted Stock Unit
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(12)
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(12)
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(12)
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Common Stock
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5064
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5064
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D
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Option (right to buy)
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$18
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(13)
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8/5/2024
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Common Stock
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90000
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90000
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D
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Restricted Stock Unit
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(14)
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(14)
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(14)
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Common Stock
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7048
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7048
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D
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Explanation of Responses:
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(1)
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Includes holdings through a self-directed IRA or revocable grantor trust
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(2)
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Represents 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.
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(3)
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Common share equivalents become payable upon termination of service as a director except for any unvested portion of the Issuer matching contribution.
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(4)
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These options vest in four equal annual installments beginning one year after the 12/13/2012 date of grant.
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(5)
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These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.
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(6)
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These options vest in four equal annual installments beginning one year after the 12/10/2013 date of grant.
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(7)
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These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.
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(8)
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These options vest in four equal annual installments beginning one year after the 06/22/2009 date of grant.
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(9)
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These options vest in four equal annual installments beginning one year after the 05/05/2008 date of grant.
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(10)
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These options vest in four equal annual installments beginning one year after the 12/31/2009 date of grant.
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(11)
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These options vest in four equal annual installments beginning one year after the 12/16/2011 date of grant.
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(12)
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The restricted stock units vest in the three equal annual installments beginning one year after the November 3, 2015 date of grant
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(13)
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Such options will vest on 12/31/2017 if specific performance metrics are satisfied, as determined by the Board of Directors.
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(14)
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The restricted stock units vest in the two equal annual installments beginning one year after the November 16, 2016 date of grant
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HOLSCHBACH LEON J
1201 NETWORK CENTRE DR.
EFFINGHAM, IL 62401
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X
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CEO
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Signatures
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/s/ Holschbach Leon J
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10/3/2017
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**
Signature of Reporting Person
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Date
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/s/ Douglas J. Tucker, attorney-in-fact
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10/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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