FORM 4
[ X ] 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 *

COOPER BRADLEY E
2. Issuer Name and Ticker or Trading Symbol

CENTRUE FINANCIAL CORP [ CFCB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

142 WEST 57TH STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/9/2017
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   6/9/2017     D    1533333   D   (3) 0   I   See Footnotes   (1) (2)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   $0.0   6/9/2017     D         598.0861      (4) 6/9/2017   Common Stock   598.0861     (4) 0   D    

Explanation of Responses:
(1)  Directly owned by Capital Z Partners Centrue AIV, L.P. ("Capital Z Centrue"). Capital Z Partners III GP, L.P. ("Capital Z III GP LP") is the general partner of Capital Z Centrue. Capital Z Partners III GP, Ltd. ("Capital Z III GP LTD") is the general partner of Capital Z III GP LP and the ultimate general partner of Capital Z Centrue. Each of Capital Z III GP LP, Capital Z III GP LTD and Capital Z Centrue disclaims beneficial ownership of securities held by any other entity except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) in an indeterminate portion of the securities beneficially owned by such other entity.
(2)  Bradley E. Cooper, a director of the Issuer, is a limited partner of Capital Z III GP LP and is an officer and director of Capital Z III GP LTD. Mr. Cooper disclaims beneficial ownership of such securities except to any indirect pecuniary interest in an indeterminate portion of the securities beneficial owned by such other entities.
(3)  Disposed of pursuant to the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the per share value as set forth in the merger agreement.
(4)  Each Restricted Stock Unit was vested in connection with the Agreement and Plan of Merger, dated January 26, 2017, by and among Midland States Bancorp, Inc., Sentinel Acquisition, LLC, and the Company, and will be converted to the right to receive the Per Share Value as set forth in the merger agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COOPER BRADLEY E
142 WEST 57TH STREET, 3RD FLOOR
NEW YORK, NY 10019
X X

Capital Z Partners III GP, L.P.
142 WEST 57TH STREET, 3RD FLOOR
NEW YORK, NY 10019

X

Capital Z Partners III GP, Ltd.
142 WEST 57TH STREET, 3RD FLOOR
NEW YORK, NY 10019

X


Signatures
/s/ Bradley E. Cooper 6/9/2017
** Signature of Reporting Person Date

/s/ Craig Fisher, General Counsel - Authorized Signatory for Capital Z Partners III GP, L.P. 6/9/2017
** Signature of Reporting Person Date

/s/ Craig Fisher, General Counsel - Authorized Signatory for Capital Z Partners III GP, Ltd.. 6/9/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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