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^*

LERNER LAWRENCE E

(Last)

(First)

(Middle)

C/O BANKANNAPOLIS

1000 BESTGATE ROAD

(Street)

ANNAPOLIS

21401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANNAPOLIS BANCORP INC [ ANNB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2007

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	12/31/2007		M		531⁽¹⁾	A	⁽²⁾	1,602,134	D
Common Stock	01/18/2008		A		0⁽³⁾	A	$0	1,602,134⁽³⁾	D

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)
Restricted Share Units	⁽²⁾	12/31/2007		M			531⁽¹⁾	12/31/2007	⁽⁴⁾	Common Stock	531	$0	0	D
Stock option - (right to buy)	$2.423							⁽⁵⁾	04/28/2010	Common Stock	8,888		8,888	D

Explanation of Responses:

1. Restricted share units granted under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan that vested 100% on December 31, 2007 (previously erroneously reported as January 17, 2008).

2. The restricted share units represented the right to receive 531 shares of Annapolis Bancorp, Inc. common stock, based on $5,000 value divided by the per share closing price of the common stock on February 16, 2007 (with cash in lieu of fractional shares).

3. Restricted shares granted under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan valued at $5,000 that will vest on January 18, 2009. The number of shares of Annapolis Bancorp, Inc. common stock acquired by the Reporting Person will be based on $5,000 value divided by the per share closing price of the common stock on February 15, 2008 (with cash in lieu of fractional shares).

4. None.

5. Option granted under the Annapolis National Bancorp, Inc. 2000 Stock Incentive Plan vested in five equal annual installments commencing on April 28, 2001, and, therefore is currently exercisable.

	/s/ MARGARET THEISS FAISON by Power of Attorney for Lawrence E. Lerner	01/23/2008
	** 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 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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