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^*

HEINTZMAN DAVID P

(Last)

(First)

(Middle)

3019 POPPY WAY

(Street)

LOUISVILLE

40206

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
S Y BANCORP INC [ SYBT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2006

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								73,872	D
Common Stock	08/11/2006		G		550	D	⁽¹¹⁾	5,012	I	By Spouse
Common Stock								3,418.2226	I	By Minor Child
Common Stock								16,782.1332	I	By 401k/ESOP - fbo David Heintman
Common Stock	08/11/2006		G		550	A	⁽¹²⁾	550	I	By Adult Daughter
Common Stock	08/14/2006		S		550	D	$26.8	0	I	By Adult Daughter

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)
Option (Right to Buy)	$24.0667⁽¹⁾							07/17/2006	01/17/2016	Common Stock	31,500⁽¹⁾		31,500⁽¹⁾	D
Option (Right to Buy)	$9.7619⁽²⁾							07/08/1998	01/08/2008	Common Stock	4,200⁽²⁾		4,200⁽²⁾	D
Option (Right to Buy)	$11.3989⁽³⁾							07/12/1999	01/12/2009	Common Stock	13,440⁽³⁾		13,440⁽³⁾	D
Option (Right to Buy)	$11.3989⁽⁴⁾							10/20/1999	04/20/2009	Common Stock	4,620⁽⁴⁾		4,620⁽⁴⁾	D
Option (Right to Buy)	$10⁽⁵⁾							07/07/2000	01/07/2010	Common Stock	20,790⁽⁵⁾		20,790⁽⁵⁾	D
Option (Right to Buy)	$9.8238⁽⁶⁾							06/21/2000	12/21/2010	Common Stock	27,300⁽⁶⁾		27,300⁽⁶⁾	D
Option (Right to Buy)	$16⁽⁷⁾							06/27/2001	12/27/2011	Common Stock	21,000⁽⁷⁾		21,000⁽⁷⁾	D
Option (Right to Buy)	$18.619⁽⁸⁾							06/17/2002	12/17/2012	Common Stock	16,590⁽⁸⁾		16,590⁽⁸⁾	D
Option (Right to Buy)	$20.1714⁽⁹⁾							06/16/2004	12/16/2013	Common Stock	15,750⁽⁹⁾		15,750⁽⁹⁾	D
Option (Right to Buy)	$22.8095⁽¹⁰⁾							06/14/2005	12/14/2014	Common Stock	25,095⁽¹⁰⁾		25,095⁽¹⁰⁾	D

Explanation of Responses:

1. This option was previously reported as covering 30,000 shares at an exercise price of $25.27 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

2. This option was previously reported as covering 4,000 shares at $10.25 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

3. This option was previously reported as covering 12,800 shares at $11.9688 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

4. This option was previously reported as covering 4,400 shares at $11.9688 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

5. This option was previously reported as covering 19,800 shares at $10.50 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

6. This option was previously reported as covering 26,000 shares at $10.315 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

7. This option was previously reported as covering 20,000 shares at $16.80 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

8. This option was previously reported as covering 15,800 shares at $19.55 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

9. This option was previously reported as covering 15,000 shares at $21.18 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

10. This option was previously reported as covering 23.900 shares at $23.95 per share, but was adjusted to reflect the 5/26/06 5% stock dividend.

11. 550 shares gift to her adult daughter.

12. 550 shares gift from mother

Remarks:

	//David P. Heintzman	08/16/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.