FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WYCOFF W KIRK

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/1/2010 

3. Issuer Name and Ticker or Trading Symbol

Porter Bancorp, Inc. [PBIB]

(Last)        (First)        (Middle)

C/O PORTER BANCORP, INC., 2500 EASTPOINT PARKWAY

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

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

(Street)

LOUISVILLE, KY 40223       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   842703   I   by Partnership   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B     (2)   (2) Porter Bancorp, Inc. Common Stock   227000   $11.50   I   by Partnership   (3)
Non-Voting Mandatory Convertible Preferred Stock, Series C     (4)   (4) Porter Bancorp, Inc. Common Stock   365080   $11.50   I   by Partnership   (5)
Warrants (right to buy)     (6)   (6) Porter Bancorp, Inc. Convertible Non-Voting Common Stock   717393   $11.50   I   by Partnership   (7)
Convertible Non-Voting Common Stock     (8)   (8) Porter Bancorp, Inc. Common Stock   717393   $11.50   I   by Partnership   (7)

Explanation of Responses:
( 1)  718,572 of the shares of securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund"), and 124,131 shares of the securities are held by Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 2)  The Series B Preferred Stock is automatically convertible upon shareholder approval of the conversion. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the conversion.
( 3)  193,563 of the shares of securities are held by the Patriot Fund, and 33,437 shares of the securities are held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 4)  The Series C Preferred Stock becomes automatically convertible following the receipt of shareholder approval of the conversion, and at such time and only to the extent that the holder of the Series C Preferred Stock and its affiliates hold beneficially less than 9.9% of the number of shares of our common stock then outstanding as determined pursuant to banking and securities laws. The Company has scheduled a Special Shareholder meeting for September 16, 2010 to approve the conversion.
( 5)  311,303 of the shares securities are held by the Patriot Fund, and 53,777 shares of the securities are held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 6)  The Warrants are convertible into non-voting common stock. The Warrants become exercisable after the date the shareholders approve a new class of non-voting common stock to allow for the exercise of the Warrants. The Warrants expire on the fifth anniversary of the date on which the Company's shareholders approve the new class of non-voting common stock to allow for the exercise of the Warrants. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the new class of non-voting common stock.
( 7)  A warrant for 611,720 shares of convertible non-voting common stock is held by the Patriot Fund, and a warrant for 105,673 shares of convertible non-voting common stock is held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.
( 8)  The Convertible Non-Voting Common Stock becomes automatically convertible following the receipt of shareholder approval of a new class of non-voting common stock to allow for the exercise of the Warrants, and at such time and only to the extent that the holder of the Convertible Non-Voting Common and its affiliates hold beneficially less than 9.9% of the number of shares of our common stock then outstanding as determined pursuant to banking and securities laws. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the new class of non-voting common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WYCOFF W KIRK
C/O PORTER BANCORP, INC.
2500 EASTPOINT PARKWAY
LOUISVILLE, KY 40223
X



Signatures
/s/ C. Bradford Harris, Attorney in Fact for W. Kirk Wycoff 10/20/2010
** 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 5(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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