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^*

GILL L CARLTON

(Last)

(First)

(Middle)

P.O. BOX 188

(Street)

SAVANNAH

31402-0188

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAVANNAH BANCORP INC [ SAVB ]

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)
10/30/2003

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	12/13/2012		D		110,024⁽¹⁾	D	⁽²⁾	0	D
Common Stock	12/13/2012		D		2,788	D	⁽²⁾	0	I	By wife's IRA

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)
Stock Option	$22.76	04/21/2005		A		347		⁽³⁾	04/21/2015	Common Stock	347	$0	347	D
Stock Option	$28.56	04/20/2006		A		435		⁽³⁾	04/20/2016	Common Stock	435	$0	435	D
Stock Option	$25.7	04/23/2007		A		217		⁽³⁾	04/23/2017	Common Stock	217	$0	217	D
Stock Option	$17.44	04/24/2008		A		409		⁽³⁾	04/24/2018	Common Stock	409	$0	409	D
Stock Option	$8.74	04/23/2009		A		771		⁽³⁾	04/23/2019	Common Stock	771	$0	771	D
Stock Option	$11.25	04/22/2010		A		340		⁽³⁾	04/22/2020	Common Stock	340	$0	340	D
Stock Option	$22.76	12/13/2012		D			347	⁽³⁾	04/21/2015	Common Stock	347	$0⁽⁴⁾	0	D
Stock Option	$28.56	12/13/2012		D			435	⁽³⁾	04/20/2016	Common Stock	435	$0⁽⁴⁾	0	D
Stock Option	$25.7	12/13/2012		D			217	⁽³⁾	04/23/2017	Common Stock	217	$0⁽⁴⁾	0	D
Stock Option	$17.44	12/13/2012		D			409	⁽³⁾	04/24/2018	Common Stock	409	$0⁽⁴⁾	0	D
Stock Option	$8.74	12/13/2012		D			771	⁽³⁾	04/23/2019	Common Stock	771	$0.72⁽⁴⁾	0	D
Stock Option	$11.25	12/13/2012		D			340	⁽³⁾	04/22/2020	Common Stock	340	$0⁽⁴⁾	0	D
Deferred Stock Units	⁽⁵⁾	10/30/2003⁽⁵⁾		A		3,525.06		⁽⁵⁾	⁽⁵⁾	Common Stock	3,525.06	⁽⁵⁾	3,525.06	D
Deferred Stock Units	⁽⁵⁾	12/13/2012⁽⁵⁾		D			3,525.06	⁽⁵⁾	⁽⁵⁾	Common Stock	3,525.06	⁽⁵⁾	0	D

Explanation of Responses:

1. Includes 5,146 shares held by Mr. Gill's IRA.

2. Pursuant to the Agreement and Plan of Merger by and between the issuer and SCBT Financial Corporation ("SCBT"), dated as of August 7, 2012 (the "Merger Agreement"), each share of issuer common stock was converted into 0.2503 shares of SCBT common stock, for a total of 28,237 shares of SCBT common stock having a market value of $39.40 per share on the effective date of the merger.

3. The option vested 25% on the grant date, 25% on the following July 1, 25% on the following October 1, and 25% on the following January 1.

4. Pursuant to the Merger Agreement, each issuer stock option was converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of (A) the closing price per share of issuer common stock immediately prior to the effective time of the merger ($9.46) over (B) the per-share exercise price of such issuer stock option and (ii) the number of shares of issuer common stock subject to such issuer stock option. In the event that the product obtained by the prior sentence was zero or a negative number, then the issuer stock option was cancelled for no consideration.

5. Reflects amounts held in the reporting person's account accumulated over time and denominated in issuer common stock under the SAVB Deferred Stock Plan ("Issuer Deferred Stock Units"). Pursuant to the Merger Agreement, the Issuer Deferred Stock Units were converted into the right with respect to a number of shares of SCBT common stock that was equal to the number of Issuer Deferred Stock Units immediately prior to the effective time of the merger multiplied by 0.2503 (rounded to the nearest whole share), for a total of 882 Deferred Stock Units, and otherwise on the same terms and conditions as applied to such Issuer Deferred Stock Units immediately prior to the effective time of the merger. As of the effective time of the merger, SCBT assumed the obligations and succeeded to the rights of the issuer with respect to the Issuer Deferred Stock Units (as converted into SCBT Deferred Stock Units).

	/s/ Michael Harden, attorney-in-fact	12/18/2012
	** Signature of Reporting Person	Date
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