SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Fidelity Southern Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

316394105

(CUSIP Number)

December 31, 2013

(Date of Event which Requires Filing

of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X]     Rule 13d-1(b)

[   ]     Rule 13d-1(c)

[   ]     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 316394105				13G	Page 2  of  7  Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b)x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,964,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,964,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,964,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.25%
12	TYPE OF REPORTING PERSON* IA

2

CUSIP No. 316394105				13G	Page 3  of  7  Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Lindenbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b)x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,964,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,964,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,964,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.25%
12	TYPE OF REPORTING PERSON* IN

3

CUSIP No. 316394105				13G	Page 4  of  7  Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bennett Lindenbaum
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)o (b)x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 1,964,411
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 1,964,411
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,964,411
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.25%
12	TYPE OF REPORTING PERSON* IN

4

Item 1(a)	Name of Issuer:
	Fidelity Southern Corporation
Item 1(b)	Address of Issuer's Principal Executive Offices:
	3490 Piedmont Road, Suite 1550
	Atlanta, GA 30305
Item 2(a)	Name of Person Filing:
	See Cover Pages, Item 1.
Item 2(b)	Address or Principal Business Office:
	c/o Basswood Capital Management, L.L.C.
	645 Madison Avenue, 10th Floor
	New York, NY 10022
Item 2(c)	Citizenship:
	See Cover Pages, Item 4.
Item 2(d)	Title of Class of Securities:
	Common Stock, no par value
Item 2(e)	CUSIP Number:
	316394105
Item 3	Not Applicable
Item 4	Ownership:
	The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
Item 5	Ownership of Five Percent or Less of a Class:
	Not Applicable
Item 6	Ownership of More than Five Percent on Behalf of Another Person:
	Not Applicable

5

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	Not Applicable
Item 8	Identification and Classification of Members of the Group:
	Not Applicable
Item 9	Notice of Dissolution of Group:
	Not Applicable
Item 10	Certification:

 By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of page intentionally left blank]

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SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 12, 2014

BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Matthew Lindenbaum
	Name:	Matthew Lindenbaum
	Title:	Managing Member
/s/ Matthew Lindenbaum
Matthew Lindenbaum, an individual
/s/ Bennett Lindenbaum
Bennett Lindenbaum, an individual

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EX-99.1

EXHIBIT 99.1

AGREEMENT OF REPORTING PERSONS

Each of the undersigned hereby agrees to file jointly this Schedule to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.  It is understood and agreed that each of the parties hereto is responsible for the timely filing of this Schedule and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate.  It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to this Schedule, and any amendments thereto, filed on behalf of each of the parties hereto.

Dated:  February 12, 2014

BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Matthew Lindenbaum
	Name:	Matthew Lindenbaum
	Title:	Managing Member
/s/ Matthew Lindenbaum
Matthew Lindenbaum, an individual
/s/ Bennett Lindenbaum
Bennett Lindenbaum, an individual