FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McInnis Matthew W 		2. Issuer Name and Ticker or Trading Symbol

BNC BANCORP [ BNCN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3980 PREMIER DRIVE-SUITE 210 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2016
(Street)

HIGH POINT, NC 27265
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

11/3/2016 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   11/1/2016     A    10944   (1) A   (2) 10944   D    
Common Stock   12/20/2016     G   V 3125   D $0.00   7819   D    
Common Stock   11/1/2016     A    85103   (1) A   (2) 85103   I   As So-Special Trustee of the Robert H McInnis Spouses Trust  
Common Stock   11/1/2016     A    71349   (1) A   (2) 71349   I   AsCo-SpecialTrustee of the2015 Marcella McInnis McGee IrrevocableGSTTrustfbo MW McInnis&descendants  
Common Stock   11/1/2016     A    866368   (1) A   (2) 866368   I   As Co-Special Trustee of the Elizabeth M Nooe Marital Trust  
Common Stock   11/1/2016     A    437799   (1) A   (2) 437799   I   As Co-Special Trustee of the Elizabeth M Nooe Family Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricte Stock Units     (3) 12/20/2016     A      6000         (4)   (4) Common Stock   6000   $0.00   6000   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of November 13, 2015 (the "Merger Agreement"), by and between High Point Bank Corporation ("HPTB") and the Issuer, and subject to the allocation and proration procedures set forth therein, each share of HPTB common stock converted into the right to receive, at the election of each shareholder: (a) cash in the amount of $300.00 per share, (b) 12.2412 shares of Issuer common stock, or (c) a combination of Issuer common stock and cash, using the same $300.00 per share cash price and 12.2412 exchange ratio, prorated to 30% cash and 70% Issuer common stock, with fractional shares paid in cash. The number of shares reported in the original Form 4 was based on certain assumptions regarding the election, allocation and proration process. This amendment reflects the Reporting Person's beneficial ownership of Issuer common stock following completion of such process.
( 2)  Received in exchange for shares of HPTB common stock, pursuant to the Merger Agreement. The allocation and proration calculations provided for in the Merger Agreement had not been completed as of the date of the original report
( 3)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 4)  The restricted stock units vest in three equal installments on each of January 21, 2018, January 21, 2019 and January 21, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McInnis Matthew W
3980 PREMIER DRIVE-SUITE 210
HIGH POINT, NC 27265 		X



Signatures
/s/Drema A. Michael by Power of Attorney 12/22/2016
** 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 control number.
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