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^*

HUSTON JAMES

(Last)

(First)

(Middle)

5533 STILLWATER AVENUE

(Street)

WESTERVILLE

43082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMCO FINANCIAL CORP [ CAFI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2013

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								222,910	I	By 401(K) Plan
Common Stock	02/22/2013		A		81,391⁽¹⁾	A	$0.00	689,037	D
Common Stock	02/22/2013		F		29,331⁽²⁾⁽³⁾	D	$3.47	659,706	D
Common Stock								1,400	I	By Minor Child
Common Stock								6,064	I	Trust with Minor Child

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)
Common Stock Warrants (Right to Buy)	$2.1							11/07/2012	11/06/2017	Common Stock	102,723		102,723	I	By 401(K) Plan
Common Stock Warrants (Right to Buy)	$2.1							11/07/2012	11/06/2017	Common Stock	171,429		171,429	D
Common Stock Warrants (Right to Buy)	$2.1							11/07/2012	11/06/2017	Common Stock	3,032		3,032	I	Trust with Minor Child
Common Stock Warrants (Right to Buy)	$2.1							11/07/2012	11/06/2017	Common Stock	600		600	I	By Minor Child
Stock Option	$2.15							02/18/2011⁽⁴⁾	02/18/2021	Common Shares	50,845		50,845	D
Stock Option	$2.15							02/18/2011⁽⁴⁾	02/18/2021	Common Shares	41,524		41,524	D
Stock Option	$2.51							02/26/2010⁽⁴⁾	02/26/2020	Common Shares	164,541		164,541	D
Stock Option	$2.5							01/23/2009⁽⁴⁾	01/23/2019	Common Shares	75,000		75,000	D

Explanation of Responses:

1. Award represents a grant of restricted stock pursuant to the Camco Financial Corporation 2010 Equity Plan. From this award, 50% of the stock vests immediately, and the remaining 50% will vest upon certification of the 2013 financial results, subject to the terms of an award agreement.

2. Includes forfeiture of 14,666 shares for tax purposes, pursuant to an 83(b) election by the reporting person for those shares vesting next year, based on the closing price on February 22, 2013, with a value of $50,887.55, and together with all shares being forfeited for tax purposes, a total value of $101,778.57.

3. Includes forfeiture of 14,665 shares for tax purposes, for those shares vesting immediately, based on the closing price on February 22, 2013, with a value of $50,891.02.

4. 20% exercisable on date of grant. Additional 20% exercisable each anniversary date thereafter.

Remarks:

	/s/Kristina K. Tipton, POA for James E. Huston	02/26/2013
	** 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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