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^*

WU PETER

(Last)

(First)

(Middle)

1045 AVONDALE ROAD

(Street)

SAN MARINO

91108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GBC BANCORP [ GBCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & President

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2003

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	10/17/2003		M		42,419⁽¹⁾	A	$0⁽²⁾	558,672⁽³⁾	D⁽⁴⁾

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)
Contingency Option	$2.17	10/17/2003		M			58,033	10/17/2003	10/17/2003	Common Stock	58,033	$2.17	0	D
Contingency Option	$6.59	10/17/2003		M			25,300	10/17/2003	10/17/2003	Common Stock	25,300	$6.59	0	D
Stock Option	$27.13	10/17/2003		M			4,000	07/15/1998	01/14/2004	Common Stock	4,000	$27.13	0	D
Stock Option	$23	10/17/2003		M			20,000	07/21/1999	01/20/2005	Common Stock	20,000	$23	0⁽⁵⁾	D

Explanation of Responses:

1. Represents the number of shares acquried on "cashless" exercise of stock options immediately prior tot he merger between GBC Bancorp and Cathay Bancorp, Inc. (the "Merger") in accordance with the formulas provided in the Agreement and Plan of Merger among General Bank, GBC Bancorp, Cathay Bank and Cathay Bancorp, Inc. (the "Merger Agreement").

2. These securities were acquired at various option exercise prices indicated under Column 8 regarding derivative securities on page 2 of this form.

3. Bu virtue of the Merger, each share beneficially owned by the Reporting Person following the reported transaction was converted to the right to receive the merger consideration (Cathay Bancorp stock and/or cash) in accordance with the terms of the Merger Agreement. The Merger became effective 10/20/03.

4. In addition to the securities beneficially owned directly as reported hereinabove, the Reporting Person also indirectly owned (by Custodian for Child) 29,371 shares of common stock following the reported transaction.

5. The number of Derivative Securities beneficially owned by the Reproting Person following the reported transaction totaled options to acquire 270,000 shares at various exercise prices which will be assumed by Cathay Bancorp, Inc. pursuant to the Merger (with the number of underlying opiton shares and the per share exercised price adjusted in accordance with the terms of the Merger Agreement.)

	Peter Wu	10/22/2003
	** 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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