Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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

1. Name and Address of Reporting Person ^* HOLSCHBACH LEON J	2. Issuer Name and Ticker or Trading Symbol Midland States Bancorp, Inc. [ MSBI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 1201 NETWORK CENTRE DR.	3. Date of Earliest Transaction (MM/DD/YYYY) 12/2/2019
(Street) EFFINGHAM, IL 62401 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/2/2019		M		9500	A	$18	161095 ⁽¹⁾	D
Common Stock	12/2/2019		S		9500	D	$28.0057 ⁽²⁾	151595 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$18	12/2/2019		M			9500	⁽³⁾	8/5/2024	Common Stock	9500	$18	70266	D
Option (right to buy)	$18.16							⁽⁴⁾	12/6/2020	Common Stock	11820		11820	D
Option (right to buy)	$21							⁽⁵⁾	12/2/2024	Common Stock	22762		22762	D
Common Share Equivalent	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	4330.7595		4330.7595	D
Restricted Stock Unit	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	825		825	D

Explanation of Responses:
(1)	Includes holdings through a self-directed IRA or revocable grantor trust
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 - 28.24 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 this footnote.
(3)	Options vested on 12/31/2017.
(4)	These options vest in four equal annual installments beginning one year after the 12/06/2010 date of grant.
(5)	These options vest in four equal annual installments beginning one year after the 12/02/2014 date of grant.
(6)	Each common stock equivalent is the economic equivalent of one share of common stock.
(7)	Represents restricted stock units acquired by the reporting person under the 2019 Long-Term Incentive Plan on the grant date. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Restricted stock units vest on March 31, 2020 and vested shares will be delivered to the reporting person within 30 days of vesting.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLSCHBACH LEON J 1201 NETWORK CENTRE DR. EFFINGHAM, IL 62401	X

Signatures
/s/ Holschbach Leon J		12/3/2019
^**Signature of Reporting Person		Date
/s/ Douglas J. Tucker, attorney-in-fact		12/3/2019
^**Signature of Reporting Person		Date