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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* WYCOFF W KIRK (Last) (First) (Middle) C/O PORTER BANCORP, INC. 2500 EASTPOINT PARKWAY (Street) LOUISVILLE KY 40223 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2010	3. Issuer Name and Ticker or Trading Symbol Porter Bancorp, Inc. [ PBIB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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	842,703	I	by Partnership(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B	(2)	(2)	Porter Bancorp, Inc. Common Stock	227,000	$11.5	I	by Partnership(3)
Non-Voting Mandatory Convertible Preferred Stock, Series C	(4)	(4)	Porter Bancorp, Inc. Common Stock	365,080	$11.5	I	by Partnership(5)
Warrants (right to buy)	(6)	(6)	Porter Bancorp, Inc. Convertible Non-Voting Common Stock	717,393	$11.5	I	by Partnership(7)
Convertible Non-Voting Common Stock	(8)	(8)	Porter Bancorp, Inc. Common Stock	717,393	$11.5	I	by Partnership(7)

Explanation of Responses:

1. 718,572 of the shares of securities are held by Patriot Financial Partners, L.P. (the "Patriot Fund"), and 124,131 shares of the securities are held by Patriot Financial Partners Parallel, L.P. (the "Patriot Parallel Fund," together with the Patriot Fund, the "Funds"). Patriot Financial Partners, GP, L.P. ("Patriot GP") is a general partner of each of the Funds, and Patriot Financial Partners, GP, LLC ("Patriot LLC") is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

2. The Series B Preferred Stock is automatically convertible upon shareholder approval of the conversion. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the conversion.

3. 193,563 of the shares of securities are held by the Patriot Fund, and 33,437 shares of the securities are held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

4. The Series C Preferred Stock becomes automatically convertible following the receipt of shareholder approval of the conversion, and at such time and only to the extent that the holder of the Series C Preferred Stock and its affiliates hold beneficially less than 9.9% of the number of shares of our common stock then outstanding as determined pursuant to banking and securities laws. The Company has scheduled a Special Shareholder meeting for September 16, 2010 to approve the conversion.

5. 311,303 of the shares securities are held by the Patriot Fund, and 53,777 shares of the securities are held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

6. The Warrants are convertible into non-voting common stock. The Warrants become exercisable after the date the shareholders approve a new class of non-voting common stock to allow for the exercise of the Warrants. The Warrants expire on the fifth anniversary of the date on which the Company's shareholders approve the new class of non-voting common stock to allow for the exercise of the Warrants. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the new class of non-voting common stock.

7. A warrant for 611,720 shares of convertible non-voting common stock is held by the Patriot Fund, and a warrant for 105,673 shares of convertible non-voting common stock is held by the Patriot Parallel Fund. Patriot GP is a general partner of each of the Funds, and Patriot LLC is a general partner of Patriot GP. In addition, W. Kirk Wycoff is a general partner of the Funds and Patriot GP and a member of Patriot LLC. Accordingly, securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC and W. Kirk Wycoff. Mr. Wycoff disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is a beneficial owner of such securities for the purposes of Section 16.

8. The Convertible Non-Voting Common Stock becomes automatically convertible following the receipt of shareholder approval of a new class of non-voting common stock to allow for the exercise of the Warrants, and at such time and only to the extent that the holder of the Convertible Non-Voting Common and its affiliates hold beneficially less than 9.9% of the number of shares of our common stock then outstanding as determined pursuant to banking and securities laws. The Company has scheduled a Special Shareholder Meeting for September 16, 2010 to approve the new class of non-voting common stock.

	/s/ C. Bradford Harris, Attorney in Fact for W. Kirk Wycoff	10/20/2010
	** 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.