Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* WYCOFF W KIRK	2. Issuer Name and Ticker or Trading Symbol Porter Bancorp, Inc. [ PBIB ]	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) C/O PORTER BANCORP, INC., 2500 EASTPOINT PARKWAY	3. Date of Earliest Transaction (MM/DD/YYYY) 12/10/2014
(Street) LOUISVILLE, KY 40223 (City) (State) (Zip)	4. 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 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	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)
Fixed Rate Cumulative Perpetual Preferred Stock, Series A	12/10/2014		S/K		19688	D	⁽¹⁾	0	I	By Partnership ⁽²⁾ ⁽³⁾
Non-voting, Non-cum, Non-conv, Perp Pref Stock, Series E	12/10/2014		P/K		3486	A	⁽¹⁾	3486	I	By Partnership ⁽²⁾ ⁽³⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-voting,Mandatorily Convertible Perp Pref Stock, Series B	⁽⁴⁾	12/10/2014		P/K		6250		⁽⁴⁾	⁽⁴⁾	Common Shares	625000	⁽¹⁾	6250	I	By Partnership ⁽²⁾ ⁽³⁾
Non-voting,Mandatorily Convertible,Perp Pref Stock, Series D	⁽⁵⁾	12/10/2014		P/K		64580		⁽⁵⁾	⁽⁵⁾	Common Shares	6458000	⁽¹⁾	64580	I	By Partnership ⁽²⁾ ⁽³⁾
Non-voting,Mandatorily Convertible,Perp Pref Stock, Series C ⁽⁶⁾	$11.50	12/10/2014		D/K			317042	9/21/2010 ⁽⁶⁾	⁽⁶⁾	Common Shares	332894	⁽¹⁾	0	I	By Partnership ⁽²⁾ ⁽³⁾
Warrants to purchase Non-voting Common Shares ⁽⁷⁾	$11.50	12/10/2014		D/K			717393	9/16/2010 ⁽⁷⁾	9/16/2015 ⁽⁷⁾	Common Shares	753263	⁽¹⁾	0	I	By Partnership ⁽²⁾ ⁽³⁾

Explanation of Responses:
( 1)	In an equity swap between Porter Bancorp, Inc. (the "Company") and the Funds identified in Note 2, the Funds exchanged (i) the 19,688 Series A Preferred Shares purchased from United States Treasury; (ii) 317,042 Series C Preferred Shares; and (iii) warrants to purchase 717,393 Non-Voting Common Shares for the following newly issued securities of the Company: (a) 6,250 Series B Preferred Shares, (b) 64,580 Series D Preferred Shares, and (c) 3,486 Series E Preferred Shares. See Form 8-K filed November 24, 2014.
( 2)	The securities being exchanged have been or are now held by Patriot Financial Partners, L.P. (the "Patriot Fund") and by Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"), as shown in the table attached as Exhibit 99.
( 3)	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.
( 4)	Each Series B Preferred Share will automatically convert into 100 Common Shares upon the third business day following receipt of shareholder approval at a Special Meeting of the Company's shareholders held in the first quarter of 2015.
( 5)	Each Series D Preferred Share will automatically convert into 100 Non-Voting Common Shares upon the third business day following receipt of shareholder approval at a Special Meeting of the Company's shareholders held in the first quarter of 2015. Each Non-Voting Common Share will automatically convert into one Common Share upon (a) transfer in a widespread public distribution or pursuant to Rule 144 under the Securities Act, (b) a transfer in which no transferee (or group of associated transferees) would receive more than 2% of any class of voting securities or (c) a transfer to a transferee that controls more than 50% of the voting securities without any transfer from the transferor.
( 6)	Each Series C Preferred Share will automatically convert into one Common Share upon (a) transfer in a widespread public distribution or pursuant to Rule 144 under the Securities Act, (b) a transfer in which no transferee (or group of associated transferees) would receive more than 2% of any class of voting securities or (c) a transfer to a transferee that controls more than 50% of the voting securities without any transfer from the transferor.
( 7)	Each non-voting common share underlying warrants is convertible into 1.05 Common Shares.

Remarks:
Exhibit 99

Patriot Fund
Shares exchanged:
Series A 16,788
Series C 270,341
Warrants 611,720

Securities issued:
Series B 5,329
Series D 55,068
Series E 2,973

Patriot Parallel Fund
Securities exchanged:
Series A 2,900
Series C 46,701
Warrants 105,673

Securities issued:
Series B 921
Series D 9,512
Series E 513

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

Signatures
/s/ Phillip Barnhouse, Attorney in Fact for W. Kirk Wycoff		12/12/2014
^** 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).
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