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^*

Kelley Scot A.

(Last)

(First)

(Middle)

C/O PREMIER FINANCIAL BANCORP, INC.

2883 5TH AVENUE

(Street)

HUNTINGTON

25702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PREMIER FINANCIAL BANCORP INC [ PFBI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Credit Adminstration

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2018

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)
PFBI Common Stock	06/13/2018		M		1,306	A	$10.7055	16,204⁽⁵⁾	D
PFBI Common Stock	06/13/2018		M		1,306	A	$10.8364	17,510	D
PFBI Common Stock	06/13/2018		M		1,250	A	$15.208	18,760	D
PFBI Common Stock	06/13/2018		F		2,572	D	$18.33	16,188	D

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) (PFBI Common)	$15.12⁽⁶⁾							⁽¹⁾	03/21/2028	PFBI Common	3,750⁽⁶⁾		3,750⁽⁶⁾	D
Employee Stock Option (Right to Buy) (PFBI Common)	$15.208⁽⁶⁾	06/13/2018		M			1,250⁽⁶⁾	⁽²⁾	03/15/2027	PFBI Common	1,250⁽⁶⁾	$0	2,500⁽⁶⁾	D
Employee Stock Option (Right to Buy)	$10.8364⁽⁶⁾	06/13/2018		M			1,306⁽⁶⁾	⁽³⁾	03/16/2026	PFBI Common	1,306⁽⁶⁾	$0	1,306⁽⁶⁾	D
Employee Stock Option (Right to Buy)	$10.7055⁽⁶⁾	06/13/2018		M			1,306⁽⁶⁾	⁽⁴⁾	03/18/2025	PFBI Common	1,306⁽⁶⁾	$0	0	D

Explanation of Responses:

1. 3,750 options granted on 3/21/2018 vest in three equal annual installments beginning on 03/21/2019.

2. 3,750 options granted on 3/15/2017 vest in three equal annual installments beginning on 03/15/2018.

3. 3,918 options granted on 3/16/2016 vest in three equal annual installments beginning on 03/16/2017.

4. Options vested over three-year period from 03/18/2015 grant date and were fully vested on 03/18/2018

5. On June 8, 2018, Premier Financial Bancorp, Inc. issued a 5 for 4 stock split (1 share for every 4 shares owned on record date) to shareholders of record on June 4, 2018. Reporting person's last reported ownership of PFBI Common Stock has been increased by 2,979 shares to reflect the 5 for 4 stock split.

6. On June 8, 2018, Premier Financial Bancorp, Inc. issued a 5 for 4 stock split (1 share for every 4 shares owned on record date) to shareholders of record on June 4, 2018. Pursuant to the anti-dilution provisions of the stock option plans, the number of options awarded has been increased by 25% and the exercise price of the options awarded has been decreased by 25% to reflect the 5 for 4 stock split.

	/s/ Scot A. Kelley	06/13/2018
	** 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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