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^*

Rudisill Ben Richard II

(Last)

(First)

(Middle)

1043 EAST MOREHEAD STREET

SUITE 201

(Street)

CHARLOTTE

28204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Park Sterling Corp [ PSTB ]

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)
10/01/2012

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	10/01/2012		A		115,285	A	⁽¹⁾⁽⁶⁾	115,285	D
Common Stock	10/01/2012		A		11,071	A	⁽²⁾⁽⁶⁾	11,071	I	By his IRA
Common Stock	10/01/2012		A		8,299	A	⁽³⁾⁽⁶⁾	8,299	I	By his corporation
Common Stock	10/01/2012		A		8,426	A	⁽⁴⁾⁽⁶⁾	8,426	I	By his wife
Common Stock	10/01/2012		A		12,741	A	⁽⁵⁾⁽⁶⁾	12,741	I	By wife's IRA

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)	$5.148	10/01/2012		A			4,350	10/01/2012	06/16/2018	Common Stock	4,350	⁽⁷⁾	4,350	D
Stock Option (Right to Buy)	$9.679	10/01/2012		A			35,226	10/01/2012	11/03/2013	Common Stock	35,226	⁽⁸⁾	35,226	D

Explanation of Responses:

1. Represents shares of common stock of Park Sterling Corporation (the "Issuer") received in exchange for 77,901 shares of common stock of Citizens South Banking Corporation ("CSBC") pursuant to the merger of CSBC with and into the Issuer (the "Merger"), based on the assumption that an election was made to receive Issuer common stock with respect to all of the CSBC common stock owned immediately prior to the effective time of the Merger. The exchange ratio in the Merger was 1.4799 shares of Issuer common stock for each share of CSBC common stock, with fractional shares paid in cash.

2. Represents shares of Issuer common stock received in exchange for 7,481 shares of CSBC common stock pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to all of the CSBC common stock owned immediately prior to the effective time of the Merger.

3. Represents shares of Issuer common stock received in exchange for 16,232 shares of CSBC common stock pursuant to the Merger, based on the assumption that no election was made with respect to the CSBC common stock owned immediately prior to the effective time of the Merger.

4. Represents shares of Issuer common stock received in exchange for 5,694 shares of CSBC common stock pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to all of the CSBC common stock owned immediately prior to the effective time of the Merger.

5. Represents shares of Issuer common stock received in exchange for 8,610 shares of CSBC common stock pursuant to the Merger, based on the assumption that an election was made to receive Issuer common stock with respect to all of the CSBC common stock owned immediately prior to the effective time of the Merger.

6. The proration and allocation calculations provided for in the Agreement and Plan of Merger dated as of May 13, 2012 between CSBC and the Issuer (the "Merger Agreement") have not been completed as of the date of this report. Accordingly, it is not possible to determine the exact number of shares of Issuer common stock to be received. Once the exact number of shares is determined, Mr. Rudisill will file an amendment to this report including the number of shares of Issuer common stock received as merger consideration.

7. In connection with the Merger, the Issuer assumed the outstanding options to purchase shares of CSBC common stock issued by CSBC under its equity incentive plans, in each case subject to adjustment of the underlying shares and the exercise price by the exchange ratio of 1.4799. Previously represented an option to purchase 2,940 shares of CSBC common stock at an exercise price of $7.619 per share. The option became fully vested at the effective time of the Merger.

8. (8) Previously represented an option to purchase 23,803 shares of CSBC common stock at an exercise price of $14.324 per share. The option was fully vested at the effective time of the Merger.

	/s/ Tonya Bosworth, as Attorney-in-Fact for Ben R. Rudisill, II	10/03/2012
	** 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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