SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HENDERSON GEORGE DANIEL

(Last)

(First)

(Middle)

3250 NORTH VALDOSTA ROAD

(Street)

VALDOSTA

31602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAB BANKSHARES INC [ PABK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/Chief Credit Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	03/12/2010		L⁽²⁾	675.8261	A	$1.4797	3,895.8471	I	ESPP⁽¹⁾
Common Stock	04/27/2010		L	169.4317	A	$2.9511⁽²⁾	4,065.2788	I	ESPP⁽¹⁾
Common Stock	05/18/2010		L	257.4695⁽²⁾	A	$1.942	4,322.7483	I	ESPP⁽¹⁾
Common Stock	06/11/2010		L	448.0412⁽²⁾	A	$1.116	4,770.7895	I	ESPP⁽¹⁾
Common Stock	07/27/2010		L	388.8125	A	$1.0716	5,159.602	I	ESPP⁽¹⁾
Common Stock⁽²⁾							39,728.606	D
Common Stock							479	I	By Son⁽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)	4. Transaction Code (Instr. 8)	(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)
Incentive Stock Option (Right to Buy)⁽⁴⁾	$9.8137						⁽⁵⁾	01/01/2012	Common Stock	3,570		3,570	D
Incentive Stock Option (Right to Buy)⁽⁶⁾	$7.549						⁽⁵⁾	08/02/2012	Common Stock	9,792		9,792	D
Incentive Stock Option (Right to Buy)	$3						09/29/2011	09/29/2014	Common Stock	20,700		20,700	D
Non-qualified Stock Option (Right to Buy)	$2						09/29/2011⁽⁷⁾	09/29/2014	Common Stock	5,200		5,200	D
Common Stock Warrants (right to buy)	$3.75						09/09/2009	09/09/2016	Common Stock	8,000		8,000	D
Incentive Stock Option (Right to Buy)⁽⁴⁾	$20.9314						⁽⁵⁾	12/19/2016	Common Stock	2,040		2,040	D
Incentive Stock Option (Right to Buy)	$13.4608						⁽⁵⁾	12/18/2017	Common Stock	6,120		6,120	D

Explanation of Responses:

1. Shares purchased with 50% company match funds.

2. Shares are purchased with 50% company match funds.

3. The reporting person disclaims beneficial ownership of all securities held by child, and the report should not be deemed as an admission that the reporting person is the beneficial owner of such securities for purpose of Section 16 or any other purpose.

4. Stock Option (right to buy) granted pursuant to PAB Bankshares, Inc. 1999 Stock Option Plan. It is the intent of the company that any option award granted under the plan satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3, so that any person subject to Section 16 of the Securities Act of 1933 will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Act and will be subjected to liability thereunder. Options and awards granted under this plan to persons subject to Section 16, are approved by the full board of Directors of PAB Bankshares, Inc., in compliance with the exemption aternatives of Rule 16b-3, as amended August 15, 1996.

5. The option becomes available in five equal installments, commencing one year after the date of grant.

6. Employee stock option (right to buy) granted pursuant to PAB Bankshares, Inc. 1994 Employee Stock Option Plan. It is the intent of the Company that any option or award granted under the plan satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16b-3, so that any person subject to Section 16 of the Securities Act of 1933 will be entitled to the benefits of Rule 16b-3 or other exemptive rules under Section 16 of the Act and will not be subjected to liability thereunder. Options and awards granted under this plan, prior to August 15, 1996, to persons subject to Section 16, were granted in compliance with the exemption requirements of Rule 16b-3, as it existed in effect from May 1, 1991 until August 15, 1996, to persons subject to Section 16, are approved by the full board of Directors of PAB Bankshares, Inc., in compliance with the exemption alternatives of Rule 16b-3, as amended August 15, 1996.

7. This is a non-qualified grant with a two year cliff vesting period and a five year option period.

	/s/ George Daniel Henderson	01/04/2011
	** 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).
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.