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^*

WYCOFF W KIRK

(Last)

(First)

(Middle)

C/O PORTER BANCORP, INC.

2500 EASTPOINT PARKWAY

(Street)

LOUISVILLE

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. Date of Earliest Transaction (Month/Day/Year)
12/10/2014

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)
Fixed Rate Cumulative Perpetual Preferred Stock, Series A	12/10/2014		S/K		19,688	D	⁽¹⁾	0	I	By Partnership⁽²⁾⁽³⁾
Non-voting, Non-cum, Non-conv, Perp Pref Stock, Series E	12/10/2014		P/K		3,486	A	⁽¹⁾	3,486	I	By Partnership⁽²⁾⁽³⁾

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)
Non-voting,Mandatorily Convertible Perp Pref Stock, Series B	⁽⁴⁾	12/10/2014		P/K		6,250		⁽⁴⁾	⁽⁴⁾	Common Shares	625,000	⁽¹⁾	6,250	I	By Partnership⁽²⁾⁽³⁾
Non-voting,Mandatorily Convertible,Perp Pref Stock, Series D	⁽⁵⁾	12/10/2014		P/K		64,580		⁽⁵⁾	⁽⁵⁾	Common Shares	6,458,000	⁽¹⁾	64,580	I	By Partnership⁽²⁾⁽³⁾
Non-voting,Mandatorily Convertible,Perp Pref Stock, Series C⁽⁶⁾	$11.5	12/10/2014		D/K			317,042	09/21/2010⁽⁶⁾	⁽⁶⁾	Common Shares	332,894	⁽¹⁾	0	I	By Partnership⁽²⁾⁽³⁾
Warrants to purchase Non-voting Common Shares⁽⁷⁾	$11.5	12/10/2014		D/K			717,393	09/16/2010⁽⁷⁾	09/16/2015⁽⁷⁾	Common Shares	753,263	⁽¹⁾	0	I	By Partnership⁽²⁾⁽³⁾

Explanation of Responses:

1. In an equity swap between Porter Bancorp, Inc. (the "Company") and the Funds identified in Note 2, the Funds exchanged (i) the 19,688 Series A Preferred Shares purchased from United States Treasury; (ii) 317,042 Series C Preferred Shares; and (iii) warrants to purchase 717,393 Non-Voting Common Shares for the following newly issued securities of the Company: (a) 6,250 Series B Preferred Shares, (b) 64,580 Series D Preferred Shares, and (c) 3,486 Series E Preferred Shares. See Form 8-K filed November 24, 2014.

2. The securities being exchanged have been or are now held by Patriot Financial Partners, L.P. (the "Patriot Fund") and by Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"), as shown in the table attached as Exhibit 99.

3. 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.

4. Each Series B Preferred Share will automatically convert into 100 Common Shares upon the third business day following receipt of shareholder approval at a Special Meeting of the Company's shareholders held in the first quarter of 2015.

5. Each Series D Preferred Share will automatically convert into 100 Non-Voting Common Shares upon the third business day following receipt of shareholder approval at a Special Meeting of the Company's shareholders held in the first quarter of 2015. Each Non-Voting Common Share will automatically convert into one Common Share upon (a) transfer in a widespread public distribution or pursuant to Rule 144 under the Securities Act, (b) a transfer in which no transferee (or group of associated transferees) would receive more than 2% of any class of voting securities or (c) a transfer to a transferee that controls more than 50% of the voting securities without any transfer from the transferor.

6. Each Series C Preferred Share will automatically convert into one Common Share upon (a) transfer in a widespread public distribution or pursuant to Rule 144 under the Securities Act, (b) a transfer in which no transferee (or group of associated transferees) would receive more than 2% of any class of voting securities or (c) a transfer to a transferee that controls more than 50% of the voting securities without any transfer from the transferor.

7. Each non-voting common share underlying warrants is convertible into 1.05 Common Shares.

Remarks:

Exhibit 99 Patriot Fund Shares exchanged: Series A 16,788 Series C 270,341 Warrants 611,720 Securities issued: Series B 5,329 Series D 55,068 Series E 2,973 Patriot Parallel Fund Securities exchanged: Series A 2,900 Series C 46,701 Warrants 105,673 Securities issued: Series B 921 Series D 9,512 Series E 513

	/s/ Phillip Barnhouse, Attorney in Fact for W. Kirk Wycoff	12/12/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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