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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hillebrand James A (Last) (First) (Middle) 3116 CRESTMOOR COURT (Street) PROSPECT KY 40059 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol S Y BANCORP INC [ SYBT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/07/2006		M		2,100	A	$6.9048	2,515(17)	D
Common Stock	09/07/2006		M		4,200	A	$9.7619	6,715	D
Common Stock	09/07/2006		M		336	A	$10	336	I	Wife
Common Stock	09/07/2006		M		840	A	$9.8238	1,176	I	Wife
Common Stock	09/07/2006		M		1,386	A	$16	2,562	I	Wife
Common Stock								4,428.9276(18)	I	by ESOP/401k-fbo James Hillebrand
Common Stock								2,532.4714(18)	I	by ESOP/401k-fbo Lynn HIllebrand

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$24.0667(2)							01/17/2007(1)	01/17/2016	Common Stock	9,450(2)		9,450(2)	D
Option (Right to Buy)	$6.9048(3)	09/07/2006		M			2,100	01/03/1998	01/03/2007	Common Stock	2,100(3)	$6.9048	0(3)	D
Option (Right to Buy)	$9.7619(4)	09/07/2006		M			4,200	01/08/1999	01/08/2008	Common Stock	4,200(4)	$9.7619	0(4)	D
Option (Right to Buy)	$11.3989(5)							04/20/2000	04/20/2009	Common Stock	2,310(5)		2,310(5)	D
Option (Right to Buy)	$10(6)							01/07/2001	01/07/2010	Common Stock	2,520(6)		2,520(6)	D
Option (Right to Buy)	$9.8238(7)							12/21/2001	12/21/2010	Common Stock	3,570(7)		3,570(7)	D
Option (Right to Buy)	$16(8)							12/27/2002	12/27/2011	Common Stock	2,940(8)		2,940(8)	D
Option (Right to Buy)	$18.619(9)							12/17/2003	12/17/2012	Common Stock	3,150(9)		3,150(9)	D
Option (Right to Buy)	$20.1714(10)							12/16/2004	12/16/2013	Common Stock	3,150(10)		3,150(10)	D
Option (Right to Buy)	$22.8095(11)							12/14/2005	12/14/2014	Common Stock	6,300(11)		6,300(11)	D
Option (Right to Buy)	$10(12)	09/07/2006		M			336	01/07/2001	01/07/2010	Common Stock	336(12)	$10	0(12)	I	Wife
Option (Right to Buy)	$9.8238(13)	09/07/2006		M			840	12/21/2001	12/21/2010	Common Stock	840(13)	$9.8238	0(13)	I	Wife
Option (Right to Buy)	$16(14)	09/07/2006		M			1,386	12/27/2002	12/27/2011	Common Stock	1,386(14)	$16	0(14)	I	Wife
Option (Right to Buy)	$18.619(15)							12/17/2003	12/17/2012	Common Stock	1,512(15)		1,512(15)	I	Wife
Option (Right to Buy)	$20.1714(16)							12/16/2004	12/16/2013	Common Stock	1,680(16)		1,680(16)	I	Wife

Explanation of Responses:

1. These options vest 20% per year

2. This option was previously reported as covering 9,000 shares at an exercise price of $25.27 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

3. This option was previously reported as covering 2,000 shares at an exercise price of $7.25 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

4. This option was previously reported as covering 4,000 shares at an exercise price of $10.25 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

5. This option was previously reported as covering 2,200 shares at an exercise price of $11.9688 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

6. This option was previously reported as covering 2,400 shares at an exercise price of $10.50 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

7. This option was previously reported as covering 3,400 shares at an exercise price of $10.315 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

8. This option was previously reported as covering 2,800 shares at an exercise price of $16.80 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

9. This option was previously reported as covering 3,000 shares at an exercise price of $19.55 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

10. This option was previously reported as covering 3,000 shares at an exercise price of $21.18 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

11. This option was previously reported as covering 6,000 shares at an exercise price of $23.95 per share, but was adjusted to reflet the 5/26/06 5% stock dividend.

12. This option was previously reported as covering 320 shares at an exercise price of $10.50 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

13. This option was previously reported as covering 800 shares at an exercise price of $10.315 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

14. This option was previously reported as covering 1,320 shares at an exercise price of $16.80 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

15. This option was previously reported as covering 1,440 shares at an exercise price of $19.55 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

16. This option was previously reported as covering 1,600 shares at an exercise price of $21.18 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

17. Includes 19 additional shares from 5% stock dividend paid on 5/26/06 and termination of dividend reinvestment plan.

18. Additional shares as a result of 5% stock dividend payable on May 26, 2006.

Remarks:

	//James A. Hillebrand	09/11/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.