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^*

KENNEDY DAVID B

(Last)

(First)

(Middle)

C/O KEYSTONE NAZARETH BANK & TRUST CO.

90 HIGHLAND AVENUE

(Street)

BETHLEHEM

18017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KNBT BANCORP INC [ KNBT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Footnote (4)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2007

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	01/26/2007		A		3,000⁽¹⁾	A	$16.4	3,000	D
Common Stock								4,979	I	IRA
Common Stock								966.5326	I	ESOP

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)
Employee Stock Option (right to buy)	$16.4	01/26/2007		A		3,000		⁽²⁾	01/26/2017	Common Stock	3,000	$0	3,000	D
Performance Share Award	⁽³⁾							⁽³⁾	05/04/2011	Common Stock	9,000		9,000	D
Employee Stock Option (right to buy)	$16.56							⁽²⁾	01/23/2016	Common Stock	7,500		7,500	D
Employee Stock Option (right to buy)	$15.84							⁽²⁾	01/24/2015	Common Stock	7,500		7,500	D
Employee Stock Option (right to buy)	$16.5							⁽²⁾	05/06/2014	Common Stock	25,000		25,000	D

Explanation of Responses:

1. Reflects an award covering 3,000 shares pursuant to the 2004 Recognition and Retention Plan and Trust Agreement that will vest at a rate of 20% per year commencing on January 26, 2008.

2. The options vest in five equal annual installments beginning on the first anniversary of the date of grant.

3. Each performance share award represents a contingent right to receive one share of KNBT Common Stock. The award vests on an installment basis over five years from the date of grant conditional upon the Issuer achieving certain performance goals other than stock price.

Remarks:

(4) Regional President-Greater Lehigh Valley of Keystone Nazareth Bank & Trust Company (Issuer Subsidiary).

	/s/ David B. Kennedy by Michele A. Linsky/POA	01/26/2007
	** 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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