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 *

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)

3/2/2015
(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)
Code V Amount (A) or (D) Price
Common Shares   3/2/2015     C    625000   A $0.00   1871471   I   By Partnership   (1)

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
Non-voting Common Shares     (2) 3/2/2015     C      6458000         (2)   (2) Common Shares     (2) $0.00   6458000   I   By Parntership   (1) (3)
Non-voting Mandatorily Convertible Series B Preferred Shares     (4) 3/2/2015     C         6250      (4)   (4) Common Shares   625000   $0.00   0   I   By Partnership   (1)
Non-voting Mandatorily Convertible Series D Preferred Shares     (5) 3/2/2015     C         64580      (5)   (5) Non-voting Common Shares   6458000   $0.00   0   I   By Partnership   (1) (3)

Explanation of Responses:
( 1)  1,606,494 Common Shares are held by Patriot Financial Partners, L.P. and 264,977 Common Shares are held by Patriot Financial Partners Parallel, L.P. Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. (together, the "Patriot Funds") and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, Mr. Wycoff is one of the general partners of the Patriot Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Patriot 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)  Each Non-Voting Common Share is initially convertible into one (1) Common Share, subject to adjustment in the event of stock splits, stock dividends, and certain other changes to the Common Shares. Non-Voting Common Shares convert into Common Shares only when transferred by the holder.
( 3)  5,506,800 Non-Voting Common Shares are held by Patriot Financial Partners, L.P. and 951,200 Non-Voting Common Shares are held by Patriot Financial Partners Parallel, L.P.
( 4)  Each Series B Preferred Share automatically converted into 100 Common Shares following approval by shareholders of Porter Bancorp, in accordance with NASDAQ rules.
( 5)  Each Series D Preferred Share automatically converted into 100 Non-Voting Common Shares following approval by shareholders of Porter Bancorp, in accordance with NASDAQ rules.

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/ Phillip W. Barnhouse, Attorney in Fact for W. Kirk Wycoff 3/3/2015
** 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.
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