Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (this Amendment) amends and supplements the Schedule 13D filed on July 12, 2010 (the Original Schedule 13D) relating to the common stock, no par value (the Common Stock), of Porter Bancorp, Inc., a Kentucky corporation (the Company or the Issuer), whose principal executive offices are located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223.
This Amendment No. 1 is being filed to report the transaction described in Item 3. Unless specifically amended hereby, the disclosures set forth in the Original Schedule 13D remain unchanged.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by the following:
On December 18, 2017, the Patriot Funds distributed shares of the Company that the Patriot Funds beneficially owned to their limited partners (the Distribution), who received a total of 1,747,673 of the Companys common shares. W. Kirk Wycoff, a general manager of each of the Patriot Funds, is also a director of the Company.
In addition to owning 384,186 of the Companys common shares, the Patriot Funds owned 1,371,600 of the Companys non-voting common shares before the Distribution. As a result of the Distribution, (i) the 1,371,600 non-voting common shares held by the Patriot Funds automatically converted into 1,371,600 voting common shares, in accordance with the Companys articles of incorporation, and (ii) the number of the Companys common shares outstanding increased from 4,668,264 to 6,039,864 shares.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 of Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by the following:
The percentages used in this Amendment are based upon 6,039,864 outstanding shares of Common Stock as of December 18, 2017, as reported in the Companys Current Report on Form 8-K filed December 18, 2017.
(a) - (b) Patriot Financial Partners L.P. does not possess any shared voting and dispositive power and beneficially owns no shares of the outstanding Common Stock.
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Patriot Financial Partners Parallel L.P. possesses shared voting and dispositive power and beneficially owns 113 shares of the outstanding Common Stock.
(c) As a result of the Distribution, the following Reporting Persons received the following shares:
Reporting Person
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Number of Shares
Received in
Distribution
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W. Kirk Wycoff
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118,542
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Ira M. Lubert
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109,173
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James J. Lynch
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83,298
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In addition, Mr. Wycoff beneficially owns 5,487 shares received as compensation for his service on the Companys Board of Directors.
Other than the Distribution, neither the Funds nor the Reporting Persons have completed any transactions in the Companys Common Stock in the past sixty days.
(d) Not applicable.
(e) Effective December 18, 2017, no Reporting Person beneficially owned greater than five percent of the Companys outstanding Common Stock.
Item 7.
Material to be Filed as Exhibits
1
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Joint Filer Statement*
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2
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Securities Purchase Agreement*
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3
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Registration Rights Agreement*
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4
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Voting and Support Agreement*
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*
Incorporated by reference to the exhibits to Current Report on Form 8-K dated June 30, 2010 filed by Porter Bancorp, Inc. with the SEC on July 7, 2010 (Commission Filed No. 001-33033).
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