SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LOKEY JAMES W

(Last)

(First)

(Middle)

1026 EAST GRAND AVENUE

(Street)

ARROYO GRANDE

93420

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MID-STATE BANCSHARES [ MDST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2000

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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⁽¹⁾	01/31/2004		J⁽²⁾		4,836	A	$22.13⁽³⁾	28,562	D
Common Stock⁽⁴⁾	12/31/2000		P		1,500	A	$17.75	30,062	D
Common Stock⁽⁵⁾	01/31/2004		J⁽⁶⁾		233	A	$23.03⁽³⁾	30,295	D
Common Stock⁽⁷⁾	06/30/2000		J⁽⁸⁾		3,000	A	$25.44⁽³⁾	33,295	I	Trustee of the John R. Lokey Trust
Common Stock⁽⁹⁾	12/31/2000		P		1,500	A	$23.03⁽³⁾	34,795	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁰⁾	$14⁽¹¹⁾	02/09/2004		J⁽¹²⁾		30,000⁽¹³⁾		02/09/2001	02/09/2010	Common Stock⁽¹⁰⁾	150,000⁽²⁸⁾	$14⁽¹¹⁾	112,925⁽¹⁴⁾	I	By Company⁽¹⁵⁾
Common Stock⁽²²⁾	$14.5⁽²³⁾	03/21/2004		J⁽¹⁸⁾		12,414⁽²⁴⁾		03/21/2002	03/21/2011	Common Stock⁽²²⁾	62,069⁽²⁸⁾	$14.5⁽²³⁾	37,241⁽¹⁴⁾	I	By Company⁽¹⁵⁾
Common Stock⁽²⁵⁾	$17.4⁽²⁶⁾	03/13/2004		J⁽¹⁸⁾		10,588⁽²⁷⁾		03/13/2003	03/13/2012	Common Stock⁽²⁵⁾	52,941⁽²⁸⁾	$17.4⁽²⁶⁾	21,176⁽¹⁴⁾	I	By Company⁽¹⁵⁾
Common Stock⁽¹⁶⁾	$17.1⁽¹⁷⁾	02/19/2004		J⁽¹⁸⁾		12,590⁽¹⁹⁾		02/19/2004	02/19/2013	Common Stock⁽¹⁶⁾	62,950⁽²⁸⁾	$17.1⁽¹⁷⁾	12,590⁽¹⁴⁾	I	By Company⁽¹⁵⁾
Common Stock⁽²⁰⁾	$24.64⁽²¹⁾	02/18/2004		J⁽¹⁸⁾		0		02/18/2005	02/18/2014	Common Stock⁽²⁰⁾	46,417⁽²⁸⁾	$24.64⁽²¹⁾	0⁽¹⁴⁾	I	By Company⁽¹⁵⁾

Explanation of Responses:

1. Shares held in street name for the J & C Lokey Living Trust.

2. Additional shares acquired through reinvestment of dividends from 06/01/2003 to 01/31/2004.

3. Average price paid per share.

4. Street name account opened in December 2000 for James W. Lokey SEP-IRA.

5. Shares held in street name for James W. Lokey SEP-IRA.

6. Additional shares acquired through reinvestment of dividends from 12/31/2000 - 01/31/2004.

7. Shares held in street name for James W. Lokey, Trustee of the John Lokey Trust.

8. Upon the death of his father in June of 2000, Mr. Lokey was appointed Trustee of the John R. Lokey Trust dated December 28, 1989 held in street name.

9. Shares held in street name for Christine L. Lokey SEP-IRA.

10. 150,000 shares granted as an Incentive Stock Option under the 1996 Stock Option Plan. Due to the $100K limitation, 35,710 shares were issued and treated as an Incentive Stock Option, and the remaining 114,290 shares were issued and treated as a Non-Qualified Option.

11. Shares granted at closing market value for MDST as of February 9, 2000.

12. Under the terms of the Company's 1996 Stock Option Plan, this grant vests 20% per year on the anniversary date of the grant for five (5) years at which time the options become 100% vested. The Optionee has another five (5) years from the 100% vesting anniversary date to exercise the shares in accordance with the terms and conditions of the Company's Plan. Mr. Lokey exercised 7,075 shares of the incentive grant as reported on Form 4 in June and November of 2003.

13. Additional 7,142 shares vested under the Incentive grant and 22,858 shares vested under the Non-Qualified grant. A total of 30,000 additional shares now vested and available for exercise. A total of 112,925 shares now available for exercise under this grant.

14. Shares vested and now available for exercise by Mr. Lokey under these two grants.

15. Shares granted to Mr. Lokey by the Company that have not yet been exercised.

16. 62,950 shares granted as an Incentive Stock Option under the 1996 Stock Option Plan. Due to the $100K limitation, 6,760 shares were issued and treated as an Incentive Stock Option, and the remaining 56,190 shares were issued and treated as a Non-Qualified Option.

17. Shares granted at closing market value for MDST as of February 19, 2003.

18. Under the terms of the Company's 1996 Stock Option Plan, this grant vests 20% per year on the anniversary date of the grant for five (5) years at which time the options become 100% vested. The Optionee has another five (5) years from the 100% vesting anniversary date to exercise the shares in accordance with the terms and conditions of the Company's Plan.

19. Additional 326 shares vested under the Incentive grant and 12,264 shares vested under the Non-Qualified grant. A total of 12,590 shares now available for exercise under this grant.

20. 46,417 shares granted as an Incentive Stock Option under the 1996 Stock Option Plan. Due to the $100K limitation, 4,058 shares were issued and treated as an Incentive Stock Option, and the remaining 42,359 shares were issued and treated as a Non-Qualified Option.

21. Shares granted at closing market value for MDST as of February 18, 2004.

22. 62,069 shares granted as an Incentive Stock Option under the 1996 Stock Option Plan. Due to the $100K limitation, 6,896 shares were issued and treated as an Incentive Stock Option, and the remaining 55,173 shares were issued and treated as a Non-Qualified Option.

23. Shares granted at closing market value for MDST as of March 21, 2001.

24. Additional 12,414 shares vested under the the Non-Qualified grant. A total of 37,241 shares now available for exercise under this grant.

25. 52,941 shares granted as an Incentive Stock Option under the 1996 Stock Option Plan. Due to the $100K limitation, 5,747 shares were issued and treated as an Incentive Stock Option, and the remaining 47,194 shares were issued and treated as a Non-Qualified Option.

26. Shares granted at closing market value for MDST as of March 13, 2002.

27. Additional 10,588 shares vested under the Incentive grant. A total of 21,176 shares are now availablef or exercise under this grant.

28. Shares approved by the Board of Directors as an Incentive Stock Option grant.

	James W. Lokey	04/07/2004
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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