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^*

McInnis Matthew W

(Last)

(First)

(Middle)

3980 PREMIER DRIVE-SUITE 210

(Street)

HIGH POINT

27265

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BNC BANCORP [ BNCN ]

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)
11/01/2016

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	11/01/2016		A		19,117⁽¹⁾	A	⁽²⁾	19,117	D
Common Stock	11/01/2016		A		59,965⁽¹⁾	A	⁽²⁾	59,965	I	As Co-Special Trustee of the Robert H. McInnis Spouse's Trust
Common Stock	11/01/2016		A		18,594⁽¹⁾	A	⁽²⁾	18,594	I	As Co-Special Trustee of the Robert H. McInnis Family Trust
Common Stock	11/01/2016		A		103,794⁽¹⁾	A	⁽²⁾	103,794	I	As Co-Special Trustee of the Lynn W. McInnis GST Exempt Trust
Common Stock	11/01/2016		A		472,846⁽¹⁾	A	⁽²⁾	472,846	I	As Co-Special Trustee of the Lynn W. McInnis GST Non-Exempt Trust
Common Stock	11/01/2016		A		81,601⁽¹⁾	A	⁽²⁾	81,601	I	As Co-Special Trustee of the E. Thad McInnis Irrevocable Trust
Common Stock	11/01/2016		A		110,255⁽¹⁾	A	⁽²⁾	110,255	I	Co-Special Trustee 2015Marcella McInnis McGee IrrevocableGST Trust fbo Matthew W McInnis &Descendant
Common Stock	11/01/2016		A		841,811⁽¹⁾	A	⁽²⁾	841,811	I	As Co-Special Trustee of the Elizabeth M Nooe Marital Trust
Common Stock	11/01/2016		A		308,478⁽¹⁾	A	⁽²⁾	308,478	I	As Co-Special Trustee of the Elizabeth M Nooe Family Trust

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)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of 11/13/15(the "Merger Agreement")by and between High Point Bank Corporation("HPTB")and the Issuer, and subject to the allocation and proration procedures set forth therin, each share of HPTB common stock converted into the right to receive, at the election of each shareholder;(a)cash in the amount of $300.00 per share(b)12.2412 shares of Issuer common stock or(c)a combination of Issuer common stock and cash, using the same $300.00 per share cash price and 12.2412 exchange ratio, prorated to 30%cash and 70%Issuer common stock,with fractional shares paid in cash. At this time, the final merger consideration proration results for the Reporting Person's HPTB shares are not available. The Reporting Person undertakes to amend this report if the number of shares resulting from the final allocation and proration calculation differs materially from the estimated number of shares of Issuer common stock reported as beneficially owned herein

2. Received in exchange for shares of HPTB common stock, pursuant to the Merger Agreement. Subject to the election and allocation procedures set forth in the Merger Agreement, each share of HPTB common stock was converted into the right to receive 12.2412 shares of Issuer common stock. The closing price of the Issuer's common stock on the effective date of the merger was $24.45 per share.

Remarks:

	/s/Drema A Michael by Power of Attorney	11/03/2016
	** 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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