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^*

KELLER OSCAR A III

(Last)

(First)

(Middle)

P. O. BOX 130

(Street)

SANFORD

27331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL BANK CORP [ CBKN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2011

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	03/11/2011		P		40,000⁽⁵⁾	A	$2.55	297,549	D
Common Stock								21,633	D⁽¹⁾
Common Stock								25,950	I	By Spouse
Common Stock	03/11/2011		P		6,324⁽⁵⁾	A	$2.55	20,422	I	By IRA
Common Stock	03/11/2011		P		5,815⁽⁵⁾	A	$2.55	18,783	I	By Spouse's IRA
Common Stock								4,800	I	As Custodian for Children and Grandchildren⁽³⁾
Common Stock	03/11/2011		P		16,792⁽⁵⁾	A	$2.55	60,042	I	By Affiliated Company⁽⁴⁾

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)
Stock Option (Right to Buy)	$10.65							12/28/2001	12/28/2011	Common Stock	9,300		9,300	D
Stock Option (Right to Buy)	$18.36							12/31/2004	12/31/2014	Common Stock	3,500		3,500	D
Phantom Stock Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	15,409		15,409	D
Phantom Stock Units	⁽²⁾							01/27/2011	01/27/2011	Common Stock	21,558		21,558	D
Phantom Stock Units	⁽²⁾							01/26/2012	01/26/2012	Common Stock	15,625		30,394	D

Explanation of Responses:

1. Owned jointly with spouse. The reporting person disclaims beneficial ownership of securities owned by spouse.

2. "Phantom stock units" acquired by the reporting person from the Capital Bank Corporation Deferred Compensation Plan for Outside Directors (As Amended and Restated November 20, 2008). Each phantom stock unit is the economic equivalent of one share of Capital Bank Corporation common stock. The units are payable in stock upon the reporting person's termination of service as a director due to complete retirement, disability, death, or other separation from service, or upon a date certain specified by the participant.

3. Securities held equally for four children and four grandchildren.

4. Amos Properties, LLC - 25% owned by reporting person and 25% owned by reporting person's spouse.

5. Subscription Rights Offering to Legacy Shareholders of record date January 27, 2011 - Mr. Keller acquired 40,000 shares; 6,324 shares were acquired by Mr. Keller's IRA; 5,815 shares were acquired by Mr. Keller's wife's IRA; and 16,792 shares were acquired by Amos Properties, LLC, of which Mr. Keller and his wife each own 25.0%. The Rights Offering Prospectus was mailed February 14, 2011, and the subscription rights expired 5:00 p.m. March 4, 2011.

Remarks:

	Nancy A. Snow, by power of attorney	03/11/2011
	** 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).
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