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^*

VEST DAVID

(Last)

(First)

(Middle)

601 WEST MARKET STREET

(Street)

LOUISVILLE

40202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC BANCORP INC /KY/ [ RBCAA ]

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)
08/04/2004

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)
Class A Common Stock	08/04/2004		M		3,938⁽⁶⁾	A	$12.38⁽⁶⁾	41,345⁽¹⁾	D
Class A Common Stock	08/04/2004		F		2,405	D	$20.27	38,940	D
Class A Common Stock								8,478⁽¹⁾	I	Held in 401(k) plan
Class A Common Stock								1,470.4866	I	Held in ESOP⁽²⁾
Class A Common Stock								735⁽¹⁾	I	Held by son

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 Purchase	$12.38⁽⁶⁾	08/04/2004		M			3,938⁽⁶⁾	08/01/2004	07/31/2005	Class A Common Stock	3,938⁽⁶⁾	$0	0	D
Class B Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Class A Common Stock	$0		1,800⁽¹⁾	I	Held by 401(k) plan
Class B Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Class A Common Stock	$0		147⁽¹⁾	I	Held by son

Explanation of Responses:

1. On March 18, 2004, the Issuer declared a stock dividend, payable to all holders of record of common stock on March 30, 2004, of .05 shares of common stock for each share of common stock outstanding.

2. Includes 303.06 shares of Class A Common Stock allocated to the reporting person under the ESOP, based on information provided by the plan administrator.

3. Conversion is on a share for share basis.

4. Immediate.

5. None.

6. The option was previously reported as a right to purchase 3,750 shares of common stock at an exercise price of $13.00 per share, but was adjusted to reflect the stock dividend declared by Issuer on March 18, 2004. As a result of the stock dividend, pursuant to anti-dilution provisions of Issuer's employee stock option plan, the option entitled the reporting person to receive, upon exercise, a total of 3,938 shares of Class A Common Stock at an exercise price of $12.38.

	/s/ David Vest	08/06/2004
	** 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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