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Filing Details

Accession Number:: 0001181431-14-038751
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-12 17:10:45
Reporting Period:: 2014-12-10

Filing Date:: 2014-12-12
Accepted Time:: 2014-12-12 17:10:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1358356	Porter Bancorp Inc.	PBIB	National Commercial Banks (6021)	611142247

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
949197	Kirk W Wycoff	C/O Porter Bancorp, Inc. 2500 Eastpoint Parkway Louisville KY 40223		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Fixed Rate Cumulative Perpetual Preferred Stock, Series A	Disposition	2014-12-10	19,688	$0.00	0	Yes	4	S	Indirect	By Partnership
Non-Voting, Non-Cum, Non-Conv, Perp Pref Stock, Series E	Acquisiton	2014-12-10	3,486	$0.00	3,486	Yes	4	P	Indirect	By Partnership

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	4	S	Indirect	By Partnership
Yes	4	P	Indirect	By Partnership

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Shares	Non-voting,Mandatorily Convertible Perp Pref Stock, Series B	Acquisiton	2014-12-10	6,250	$0.00	625,000	$0.00
Common Shares	Non-voting,Mandatorily Convertible,Perp Pref Stock, Series D	Acquisiton	2014-12-10	64,580	$0.00	6,458,000	$0.00
Common Shares	Non-voting,Mandatorily Convertible,Perp Pref Stock, Series C	Disposition	2014-12-10	317,042	$0.00	332,894	$11.50
Common Shares	Warrants to purchase Non-voting Common Shares	Disposition	2014-12-10	717,393	$0.00	753,263	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,250			Yes	4	P	Indirect
64,580			Yes	4	P	Indirect
0	2010-09-21		Yes	4	D	Indirect
0	2010-09-16	2015-09-16	Yes	4	D	Indirect

Footnotes

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.
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.
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.
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.
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.
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.
Each non-voting common share underlying warrants is convertible into 1.05 Common Shares.