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 *

Schultz Robert F.
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)

12/31/2019
(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)
Code V Amount (A) or (D) Price
Common Stock         32117 (1)(2)D  
Common Stock         3543.2940 (3)I Spouse 
Common Stock         30153 (3)I Red Bird Investors, LLC 
Common Stock         37369.6880 (3)I Summit Investors, LLP 
Common stock         250030 (3)I J.M. Schultz Investment, LLC 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Share Equivalent  (4)12/31/2019  A   285.5231     (4) (4)Common Stock 285.5231 $28.96 (5)60634.0865 D  
Common Share Equivalent  (4)12/31/2019  A   516.7529     (4) (4)Common Stock 516.7529 $28.96 (6)61150.8394 D  
Restricted Stock Unit  (7)           (7) (7)Common Stock 1363  1363 D  

Explanation of Responses:
(1) Includes 800 shares not previously reported
(2) Includes holdings through a self-directed IRA or revocable grantor trust
(3) The 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
(4) Each common stock equivalent is the economic equivalent of one share of common stock.
(5) Represents 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.
(6) 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 fully vested on the transaction date listed above and become payable upon termination of service as a director.
(7) Represents restricted stock units acquired by the reports person under the 2019 Long-Term Incentive Plan and deferred under the DDCP on the grant date. Each restricted stock unit is the contingent right to receive one share of Issuer common stock. Restricted stock units will fully vest on March 31, 2020 and vested shares will be delivered to the reporting person based on the terms of the DDCP and the reporting persons distribution elections thereunder.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schultz Robert F.
1201 NETWORK CENTRE DR.
EFFINGHAM, IL 62401
X



Signatures
/s/ Schultz Robert F1/3/2020
**Signature of Reporting PersonDate

/s/ Douglas J. Tucker, attorney-in-fact1/3/2020
**Signature of Reporting PersonDate

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