SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOUGLASS GARY W

(Last)

(First)

(Middle)

12300 OLIVE BOULEVARD

(Street)

ST. LOUIS

63141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PULASKI FINANCIAL CORP [ PULB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Common Stock	07/10/2013		A		441⁽¹⁾	A	$10.11	74,982	D
Common Stock	07/10/2013		F		191	D	$10.11	74,791	D
Common Stock								1,000	I	By IRA
Common Stock								6,469.57	I	By KSOP
Common Stock								9,105	I	By Stock Award III⁽²⁾
Common Stock								52,500	I	By Stock Award IV⁽³⁾
Common Stock								11,696	I	By Stock Award V⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.69							01/01/2010⁽⁵⁾	01/01/2019	Common Stock	20,000		20,000	D
Stock Option (right to buy)	$12.84							05/01/2009⁽⁵⁾	05/01/2018	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Represents shares awarded as part of Mr. Douglass' bi-weekly salary.

2. Stock Awards granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in full upon the later of: (1) two years from the date of grant; or (2) when any obligation arising from financial assistance provided to the Company under the Troubled Asset Relief Program's Capital Purchase Program is no longer outstanding, which does not include any period during which the federal government only holds warrants to purchase common stock of the Company.

3. Stock Awards granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest as follows: 25% on the date the Form 10-K is filed for the year ended September 30, 2012, 25% on the date the Form 10-K is filed for the year ended September 30, 2013 and 50% on the date the Form 10-K is filed for the year ended September 30,2014, assuming, in each case, achievement of certain performance objectives and, if applicable, any restriction arising from the Company's participation under the Troubled Asset Relief Program's Capital Purchase Program.

4. Stock Awards granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan vest in three equal annual installments commencing on November 7, 2013.

5. Stock Options granted pursuant to the Pulaski Financial Corp. 2006 Long-Term Incentive Plan are fully vested and exercisable.

	Paul J. Milano, Power of Attorney	07/11/2013
	** 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).
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