UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date TOof ~~SECTION~~report 13(Date ORof ~~15(D~~earliest event reported): June 9, 2017

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 7, 2017

Centrue Financial Corporation

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	000-28846	36-3145350
State or other jurisdictionof Incorporation	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~122~~1201 ~~West~~Network ~~Madison~~Centre ~~Street,~~Drive ~~Ottawa~~Effingham, Illinois ~~61350~~62401 (Address of Principal Executive Offices) (Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~code: ~~Code~~(217) 342-7321

~~(815)~~122 ~~431-8400~~West Madison Street

~~(Registrant’s telephone number~~Ottawa, Illinois ~~including area code)~~ 61350

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Report.)

þCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

¨o Written ~~Soliciting~~communications ~~material~~ pursuant to Rule 425 ~~14a-12~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

¨o Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

¨ o Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate~~o Pre-commencement bycommunications ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 or Rule 12b~~ 13e-24(c) under of the ~~Securities~~ Exchange Act of(17 ~~1934.~~CFR þ240.13e-4(c))

IfIndicate ~~an emerging growth company, indicate~~ by check mark ifwhether the registrant ~~has~~is ~~elected~~an ~~not~~emerging togrowth ~~use~~company ~~the~~as ~~extended~~defined ~~transition~~in ~~period~~Rule 405 ~~for~~under ~~complying~~the ~~with~~Securities ~~any~~Act ~~new~~(17 orCFR ~~revised~~230.405) ~~financial~~or ~~accounting~~Rule 12b-2 ~~standards~~under ~~provided~~the ~~pursuant~~Exchange toAct ~~Section 13~~(a)17 ofCFR ~~the Exchange Act~~240. ¨12b-2).

~~ITEM 5.07~~Emerging ~~SUBMISSION~~growth ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~company x

OnIf ~~June~~an 7,emerging ~~2017~~growth company, ~~Centrue~~indicate ~~Financial~~by ~~Corporation~~check ~~(“Centrue”)~~mark ~~held~~if athe ~~special~~registrant ~~meeting~~has ofelected ~~shareholders~~not ~~in Chicago, Illinois,~~ to ~~approve~~use the ~~Agreement~~extended ~~and~~transition ~~Plan~~period offor ~~Merger,~~complying ~~dated~~with ~~January~~any ~~26,~~new ~~2017,~~or ~~between~~revised ~~Centrue~~financial ~~and~~accounting ~~Midland~~standards ~~States~~provided ~~Bancorp,~~pursuant ~~Inc.~~to Section 13(~~“Midland”~~a), of ~~pursuant~~the toExchange ~~which Centrue will merge with and into Midland’s merger subsidiary~~Act. o

~~The~~Item ~~proposal~~1.01. ~~was~~Entry ~~approved~~into bya ~~the~~Material ~~shareholders~~Definitive ~~by the following vote:~~ Agreement.

Votes For	Votes Against	Abstentions
5,595,664	24	4,209

In connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of January 26, 2017 (the “Merger Agreement”), by and among Midland States Bancorp, Inc., an Illinois corporation (“Midland”), Sentinel Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Midland (“Merger Sub”), and Centrue Financial Corporation, a Delaware corporation (“Centrue”), on June 9, 2017 Centrue, Midland and U.S. Bank National Association (the “Trustee”), entered into a First Supplemental Indenture pursuant to which Midland assumed Centrue’s rights, duties and obligations under the Indenture, dated as of April 22, 2004, by and between Centrue and the Trustee, under which Centrue had previously issued approximately $10.3 million aggregate principal amount of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2034.

~~ITEM 8~~Item 2.01. ~~OTHER~~Completion ~~EVENTS~~of Acquisition or Disposition of Assets.

On June 7 9, 2017, Centrue ~~issued~~merged awith ~~press~~and ~~release~~into ~~announcing~~Merger ~~that~~Sub ~~Centrue's~~(the ~~shareholders~~“Merger”), ~~had~~with ~~approved~~Merger ~~the~~Sub ~~merger~~surviving ofas ~~Centrue~~a ~~with~~wholly ~~and~~owned ~~into~~subsidiary of Midland. A Immediately ~~copy~~following the Merger, Merger Sub was dissolved. As a result of the ~~press~~Merger ~~release~~and issubsequent ~~attached~~dissolution asof ~~Exhibit~~Merger ~~99.1~~Sub, toCentrue’s ~~the~~wholly ~~Current~~owned ~~Report~~bank onsubsidiary, ~~Form~~Centrue ~~8-K~~Bank, ~~and~~became isa ~~incorporated~~wholly ~~herein~~owned bysubsidiary ~~reference~~of Midland.

~~ITEM~~Subject to the terms and conditions of the Merger Agreement, and after giving effect to the elections made by Centrue stockholders and the proration provisions of the Merger Agreement, at the effective time of the Merger (i) each share of Centrue common stock with respect to which a valid election to receive cash consideration was made was converted into the right to receive a combination of $14.2831 in cash and 0.3544 shares of Midland common stock, (ii) each share of Centrue common stock with respect to which a valid election to receive share consideration was made was converted into the right to receive 0.7604 shares of Midland common stock, (iii) each share of Centrue common stock with respect to which a valid election to receive mixed consideration was made was converted into the right to receive a combination of $9.013625 ~~FINANCIAL~~in ~~STATEMENTS~~cash ~~AND~~and ~~EXHIBITS~~0.4943 shares of Midland common stock, and (iv) each share of Centrue common stock with respect to which no valid election was made was converted into the right to receive 0.7604 shares of Midland common stock, in each case, with cash paid in lieu of any fractional shares. In connection with the Merger, Centrue equity awards vested and were settled in cash at the effective time of the Merger based on a value of $26.75 per share. Each share of Centrue’s Series B Preferred Stock was converted into the right to receive a share of a newly created series of Series G Preferred Stock of Midland (the “Series G Preferred Stock”), and each share of Centrue’s Series D Preferred Stock was converted into the right to receive a share of a newly created series of Fixed Rate Non-Voting Perpetual Non-Cumulative Preferred Stock, Series H of Midland (the “Series H Preferred Stock”). In the aggregate, Midland paid approximately $61.0 million and issued 3,219,238 shares of Midland common stock, 181 shares of Series G Preferred Stock and 2,635.5462 shares of Series H Preferred Stock in respect of the outstanding shares of Centrue capital stock.

Exhibit Number		Description
99.1		Press Release, dated June 7, 2017.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Centrue’s Current Report on Form 8-K filed on January 26, 2017, and is incorporated by reference herein.

~~SIGNATURES~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Pursuant~~On toJune 9, 2017, Centrue notified the ~~requirements~~NASDAQ ofStock Market (“NASDAQ”) that the ~~Securities~~Merger ~~Exchange~~had ~~Act~~closed and requested that NASDAQ suspend trading of ~~1934~~Centrue’s common stock. Following such request, NASDAQ withdrew the ~~Registrant~~listing ~~has~~of ~~duly~~Centrue’s ~~caused~~common ~~this~~stock ~~report~~and tofiled bewith ~~signed~~the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on ~~its~~Form 25 ~~behalf~~to byderegister Centrue’s common stock under Section 12(b) of the ~~undersigned~~Securities ~~hereunto~~Exchange ~~duly~~Act ~~authorized.~~of 1934.

Date: June 7, 2017	CENTRUE FINANCIAL CORPORATION
	By:	/s/ Daniel R. Kadolph
	Name:	Daniel R. Kadolph
	Title:	Executive Vice President & Chief Financial Officer

~~EXHIBIT~~Item ~~INDEX~~3.03. Material Modification to Rights of Security Holders.

Exhibit Number			Description
99.1			Press Release, dated June 7, 2017.

The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the Merger, on June 9, 2017, each of Centrue’s directors ceased to be a director of Centrue, and each of Centrue’s officers ceased to be an officer of Centrue.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the Merger, on June 9, 2017, the Restated Certificate of Incorporation and the Amended and Restated Bylaws of Centrue ceased to be in effect.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 26, 2017, among Midland States Bancorp, Inc., Sentinel Acquisition, LLC and Centrue Financial Corporation (incorporated by reference to Exhibit 2.1 to Centrue Financial Corporation’s Current Report on Form 8-K filed on January 26, 2017)*

4.1		First Supplemental Indenture, dated as of June 9, 2017, by and among Centrue Financial Corporation, Midland States Bancorp, Inc., and U.S. Bank National Association.

* Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and Centrue agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 14, 2017	MIDLAND STATES BANCORP, INC.,
	on behalf of Centrue Financial Corporation


	By:	/s/ Douglas J. Tucker
	Name:	Douglas J. Tucker
	Title:	Senior Vice President and Corporate Counsel

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 26, 2017, among Midland States Bancorp, Inc., Sentinel Acquisition, LLC and Centrue Financial Corporation (incorporated by reference to Exhibit 2.1 to Centrue Financial Corporation’s Current Report on Form 8-K filed on January 26, 2017)*

4.1		First Supplemental Indenture, dated as of June 9, 2017, by and among Centrue Financial Corporation, Midland States Bancorp, Inc., and U.S. Bank National Association.

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