SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
WYCOFF W KIRK
(Last) (First) (Middle)
C/O PORTER BANCORP, INC.
2500 EASTPOINT PARKWAY
(Street)
LOUISVILLE KY 40223
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Porter Bancorp, Inc. [ PBIB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/14/2010 J 55,888 A $0(1) 1,173,629 I By Partnership(2)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Voting Mandatory Convertible Preferred Stock, Series C $11.5 12/14/2010 J 0(3) 09/16/2010 (3) Common Stock 332,896 $11.5 317,042 I By Partnership(4)
Convertible Non-Voting Common Stock $11.5 12/14/2010 J 0(5) 09/16/2010 09/16/2015 Common Stock 753,263 $11.5 717,393 I By Partnership(6)
Warrants (right to buy) $11.5 09/16/2010 09/16/2015 Convertible Non-Voting Common Stock 717,393 717,393 I By Partnership(6)
Explanation of Responses:
1. Shares were acquired in a 5% stock dividend paid on December 14, 2010.
2. 1,000,752 of the shares of securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund"), and 172,877 shares of the securities are held by Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
3. The Series C Preferred Stock automatically converts into Common Stock at such time and only to the extent that the holder of the Series C Preferred Stock and its affiliates hold beneficially less than 9.9% of the number of shares of Common Stock then outstanding as determined pursuant to banking and securities laws. As a result of the 5% stock dividend, the conversion ratio of the Series C Preferred Stock was adjusted from 1 to 1 to 1 to 1.05 so that the holder of the Series C Preferred Stock will be entitled to 1.05 shares of common stock for each share of Series C Preferred Stock.
4. 270,341 shares of the securities are held by the Patriot Fund, and 46,701 shares of the securities are held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
5. The Convertible Non-Voting Common Stock automatically converts into Common Stock at such time and only to the extent that the holder of the Convertible Non-Voting Common and its affiliates hold beneficially less than 9.9% of the number of shares of Common Stock then outstanding as determined pursuant to banking and securities laws. As a result of the Dividend, the conversion ratio of the Convertible Non-Voting Common Stock will adjust from 1 to 1 to 1 to 1.05 so that the holder of Convertible Non-Voting Common Stock will be entitled to 1.05 shares of common stock for each share of Non-Voting Common Stock.
6. A warrant to purchase 611,720 shares of Convertible Non-Voting Common Stock is held by the Patriot Fund, and a warrant to purchase 105,673 shares of Convertible Non-Voting Common Stock is held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest. therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
/s/ C. Bradford Harris, Attorney in Fact for W. Kirk Wycoff 02/11/2011
** 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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