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^*

KELLER OSCAR A III

(Last)

(First)

(Middle)

P. O. BOX 130

(Street)

SANFORD

27331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL BANK CORP [ CBKN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2009

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	02/05/2009		P		150,000	A	$4.1	241,262⁽⁴⁾	D
Common Stock								20,372⁽⁵⁾	D⁽¹⁾
Common Stock								14,098	I	By IRA
Common Stock								12,968	I	By Spouse's IRA
Common Stock								4,528⁽⁶⁾	I	As Custodian for Children and Grandchildren⁽³⁾

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)	$8							01/03/2000	01/03/2010	Common Stock	5,000		5,000	D
Stock Option (Right to Buy)	$10.65							12/28/2001	12/28/2011	Common Stock	9,300		9,300	D
Stock Option (Right to Buy)	$18.36							12/31/2004	12/31/2014	Common Stock	3,500		3,500	D
Phantom Stock Units	⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	15,409		15,409	D
Phantom Stock Units	⁽²⁾							01/01/2010	01/01/2010	Common Stock	4,296		15,801	D

Explanation of Responses:

1. Owned jointly with spouse. The reporting person disclaims beneficial ownership of securities owned by spouse.

2. "Phantom stock units" acquired by the reporting person from the Capital Bank Corporation Deferred Compensation Plan for Outside Directors (As Amended and Restated November 20, 2008). Each phantom stock unit is the economic equivalent of one share of Capital Bank Corporation common stock. The units are payable in stock upon the reporting person's termination of service as a director due to complete retirement, disability, death, or other separation from service, or upon a date certain specified by the participant.

3. Securities held equally for four children and four grandchildren.

4. Between January 22, 2009 and the date of this report, the reporting person acquired 115 shares of Capital Bank Corporation common stock under the Capital Bank Corporation dividend reinvestment plan.

5. Between January 22, 2009 and the date of this report, the reporting person acquired 298 shares of Capital Bank Corporation common stock under the Capital Bank Corporation dividend reinvestment plan.

6. Between January 22, 2009 and the date of this report, the reporting person acquired 72 shares of Capital Bank Corporation common stock under the Capital Bank Corporation dividend reinvestment plan.

Remarks:

	Nancy A. Snow, by power of attorney	02/06/2009
	** 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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