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^*

Gossett James C

(Last)

(First)

(Middle)

C/O SUPERIOR BANCORP

17 NORTH 20TH STREET

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2008

3. Issuer Name and Ticker or Trading Symbol
SUPERIOR BANCORP [ SUPR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

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	75	D
common stock	423	I	By 401(k) Plan
common stock	333	I	By ESOP⁽¹⁾
common stock	13,681	I	By ESOP⁽²⁾

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)
employee stock option (right to buy)	⁽³⁾	06/20/2010	common stock	625	$24	D
employee stock option (right to buy)	⁽³⁾	06/19/2011	common stock	1,875	$26.6	D
employee stock option (right to buy)	⁽³⁾	07/31/2012	common stock	625	$30.68	D
employee stock option (right to buy)	⁽³⁾	06/15/2014	common stock	3,751	$25	D
employee stock option (right to buy)	⁽³⁾	07/14/2015	common stock	1,250	$42.72	D
employee stock option (right to buy)	⁽⁴⁾	07/17/2016	common stock	1,250	$42.24	D
employee stock option (right to buy)	⁽⁵⁾	07/17/2017	common stock	750	$39.96	D
employee stock options (right to buy)	⁽⁶⁾	07/23/2018	common stock	800	$10.14	D

Explanation of Responses:

1. These shares have been allocated to reporting person's account in the ESOP.

2. Reporting person is a member of a committee which may be deemed to have investment control over the assets in the ESOP. The number of shares shown are the shares held by the ESOP which have not been allocated to any participant account. Reporting person disclaims beneficial ownership of these shares.

3. The stock options are currently exercisable.

4. Stock options will vest upon the earlier of July 17, 2011 or (1) 50% upon the 10-day trading average of Superior Bancorp common stock attaining $48.00 per share and (2) 50% upon the 10-day average trading price of Superior Bancorp common stock attaining $56.00 per share.

5. Stock options will vest upon the earlier of July 17, 2012 or (1) 50% upon the 10-day trading average of Superior Bancorp common stock attaining $48.00 per share and (2) 50% upon the 10-day average trading price of Superior Bancorp common stock attaining $56.00 per share.

6. Stock options will vest upon the earlier of July 23, 2013 or (1) 50% upon the 10-day trading average of Superior Bancorp common stock attaining $13.25 per share and (2) 50% upon the 10-day average trading price of Superior Bancorp common stock attaining $16.25 per share.

	William H. Caughran, attorney-in-fact	10/30/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.