8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 16, 2016

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FIRST NBC BANK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

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Louisiana	001-35915	14-1985604
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 Baronne Street New Orleans, Louisiana	70112
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (504) 566-8000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

On May 16, 2016, First NBC Bank Holding Company (the “Company”) received a notice (the “Notice”) from The NASDAQ Stock Market LLC (“NASDAQ”) stating that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2016.  Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

On May 17, 2016, the Company issued a press release announcing its receipt of the Notice.  A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item  9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated May 17, 2016, announcing receipt of the non-compliance notice from NASDAQ

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 17, 2016

FIRST NBC BANK HOLDING COMPANY
By:	/s/ Ashton J. Ryan, Jr.
	Ashton J. Ryan, Jr. Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated May 17, 2016, announcing receipt of the non-compliance notice from NASDAQ

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FIRST NBC RECEIVES EXPECTED NASDAQ NOTICE

DUE TO DELAY IN FILING FIRST QUARTER FORM 10-Q

NEW ORLEANS, LA (May 17, 2016) - First NBC Bank Holding Company (“First NBC”) (NASDAQ: FNBC), the holding company for First NBC Bank, announced today that it had received, as expected, a notification from the Nasdaq Stock Market (“Nasdaq”) informing First NBC that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2016. The Nasdaq notification letter has no immediate effect on the listing or trading of First NBC’s common stock on the Nasdaq Global Select Market.

First NBC previously announced the receipt of a Nasdaq Staff Determination letter on April 4, 2016 indicating that it was not in compliance with the same Nasdaq Listing Rule due to the delay in filing its Annual Report on Form 10-K for the year ended December 31, 2015. First NBC is delaying the filing of its Form 10-Q for the period ended March 31, 2016 pending the completion and filing of its 2015 Annual Report on Form 10-K.

Under Nasdaq rules, First NBC has until June 3, 2016 to submit a plan to regain compliance with its reporting obligations. If its plan is accepted, First NBC may be eligible for a listing exception of up to 180 calendar days or until September 26, 2016 to regain compliance. If Nasdaq staff concludes that First NBC will be unable to cure the deficiency, or if First NBC determines not to submit the required materials or make the required representations, First NBC’s common stock will be subject to delisting by Nasdaq.

First NBC is committed to completing the preparation of its 2015 consolidated financial statements and regaining compliance with all SEC reporting and Nasdaq listing requirements (including the filing of its Form 10-K for the year ended December 31, 2015 and its Form 10-Q for the period ended March 31, 2016), within the compliance period established by Nasdaq.

About First NBC Bank Holding Company

First NBC, headquartered in New Orleans, Louisiana, offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC’s primary markets are the New Orleans metropolitan area, Mississippi Gulf Coast, and the Florida panhandle, which it serves from 39 full service banking offices located throughout its markets and a loan production office in Gulfport, Mississippi.

This release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements do not relate strictly to historical or current facts. Forward-looking statements reflect the current views and estimates of management of First NBC with respect to future economic circumstances, industry conditions, company performance and financial results. They often include the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the control of First NBC - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Among other factors, actual results may differ from those described in forward-looking statements due to First NBC's ability to timely submit a plan of compliance that will be approved by the Nasdaq staff, to comply with any such approved plan of compliance, to complete the audit of its 2015 consolidated financial statements, to file its Annual Report on Form 10-K for the year ended December 31, 2015 and its Form 10-Q for the period ended March 31, 2016 within the projected timeframes, to maintain listing of its securities on Nasdaq, and to comply with all other listing rules applicable to it, as well as to other factors included in filings made by First NBC with the Securities and Exchange Commission, including those risk factors set forth in First NBC’s Annual Report on Form 10-K for the year ended December 31, 2014. Forward-looking statements speak only as of the date they are made. Copies of First NBC’s reports filed with the SEC are available in the Investor Relations section of First NBC’s website, www.firstnbcbank.com. First NBC undertakes no duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

For further information contact:

First NBC Bank Holding Company

Ashton J. Ryan, Jr.

President and Chief Executive Officer

(504) 671-3801

aryanjr@firstnbcbank.com