X0203 3 2011-05-11 0 0001006424 FIRST FEDERAL BANCSHARES OF ARKANSAS INC FFBH 0001519891 Bear State Financial Holdings, LLC 900 S. SHACKLEFORD, SUITE 215 LITTLE ROCK AR 72211 0 0 1 0 Common Stock 15425262 D Warrant (right to buy) 3 2011-05-03 Common Stock 2000000 D Bear State Financial Holdings, LLC (the "Reporting Person") acquired 15,425,262 shares of common stock, par value $0.01 ("Common Stock"), of First Federal Bancshares of Arkansas, Inc. (the "Issuer") and a warrant to purchase 2,000,000 shares of Common Stock (the "Warrant") on May 3, 2011 (the "First Closing"). The Warrant expires on the three year anniversary of the Second Closing (as defined in the Investment Agreement dated January 27, 2011 between the Issuer, First Federal Bank (the Issuer's wholly-owned subsidiary) and the Reporting Person). On May 3, 2011, immediately following its acquisition of the Common Stock and the Warrant, the Reporting Person assigned a portion of the Warrant, representing the right to purchase 310,000 shares of the Company's Common Stock at an exercise price of $3.00 per share (the "Warrant Shares"), to certain of its employees and advisers. Accordingly, as of the date of filing this Form 3, the Reporting Person beneficially owned the remaining 1,690,000 shares of Common Stock underlying the Warrant. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims that it is the beneficial owner of the Warrant Shares, and this Form 3 shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. Bear State Financial Holdings, LLC by William "Goose" Changose, Chief Operating Officer 2011-05-03