X0203 3 2011-05-03 0 0001006424 FIRST FEDERAL BANCSHARES OF ARKANSAS INC FFBH 0001348380 Massey Richard N FIRST FEDERAL BANCSHARES OF ARKANSAS INC P.O. BOX 550 HARRISON AR 72602 1 0 1 0 Common Stock 15425262 I By Bear State Financial Holdings, LLC Warrant (right to buy) 3 2011-05-03 Common Stock 2000000 I By Bear State Financial Holdings, LLC Bear State Financial Holdings, LLC ("Bear State") acquired the 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. Mr. Massey is the managing member of Bear State. As the managing member of Bear State, Mr. Massey may be deemed to beneficially own the shares of Common Stock and the Warrant under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Massey disclaims that he is the beneficial owner of the Common Stock and the Warrant, except to the extent of his indirect pecuniary interest therein, and this Form 3 shall not be deemed an admission that Mr. Massey is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. 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 Bear State). On May 3, 2011, immediately following its acquisition of the Common Stock and the Warrant, Bear State 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, to certain of its employees and advisers. Accordingly, as of the date of filing this Form 3, Bear State beneficially owned the remaining 1,690,000 shares of Common Stock underlying the Warrant. Richard N. Massey 2011-05-11