SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Machen Matt

(Last)

(First)

(Middle)

900 S. SHACKLEFORD ROAD

SUITE 401

(Street)

LITTLE ROCK

72211

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2014

3. Issuer Name and Ticker or Trading Symbol
BEAR STATE FINANCIAL, INC. [ BSF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	201	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	7,000	$0	D
Stock Options (rights to buy)	⁽²⁾	07/12/2018	Common Stock	5,000	$6.57	D
Stock Options (rights to buy)	⁽³⁾	10/26/2018	Common Stock	5,000	$5.35	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	1,500	$0	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	667	$0	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	3,000	$0	D

Explanation of Responses:

1. 60% of the restricted stock units vest on 6/13/17, with the remainder vesting in two equal installments on 6/13/18 and 6/13/19.

2. 60% of the options will vest on 7/12/2014, with the remainder vesting in two equal installments on 7/12/15 and 7/12/16.

3. 60% of the options will vest on 10/26/2014, with the remainder vesting in two equal installments on 10/26/15 and 10/26/16.

4. One-third of the Restricted Stock Units are scheduled to vest on 1/22/2015, 1/22/2016 and on 1/22/2017, assuming continued employment through the applicable vesting date.

5. One-half of the Restricted Stock Units are scheduled to vest on 2/20/2015 and on 2/20/2016, assuming continued employment through the applicable vesting date.

6. The Restricted Stock Units are scheduled to vest on 6/1/2016, assuming continued employment through the applicable vesting date.

	Matt Machen	07/02/2014
	** 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 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).
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