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^*

OLEARY BRIAN S

(Last)

(First)

(Middle)

C/O MEDALLION FINANCIAL CORP.

437 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDALLION FINANCIAL CORP [ TAXI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2011

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	11/07/2011		M		16,667	A	$7.9	18,544	D
Common Stock	11/07/2011		S		100	D	$11.56	18,444	D
Common Stock	11/07/2011		S		901	D	$11.5841	17,543	D
Common Stock	11/07/2011		S		600	D	$11.585	16,943	D
Common Stock	11/07/2011		S		400	D	$11.59	16,543	D
Common Stock	11/07/2011		S		100	D	$11.6	16,443	D
Common Stock	11/07/2011		S		100	D	$11.655	16,343	D
Common Stock	11/07/2011		S		300	D	$11.66	16,043	D
Common Stock	11/07/2011		S		200	D	$11.6625	15,843	D
Common Stock	11/07/2011		S		500	D	$11.667	15,343	D
Common Stock	11/07/2011		S		100	D	$11.67	15,243	D
Common Stock	11/07/2011		S		65	D	$11.68	15,178	D
Common Stock	11/07/2011		S		116	D	$11.69	15,062	D
Common Stock	11/07/2011		S		300	D	$11.705	14,762	D
Common Stock	11/07/2011		S		100	D	$11.707	14,662	D
Common Stock	11/07/2011		S		500	D	$11.7088	14,162	D
Common Stock	11/07/2011		S		700	D	$11.71	13,462	D
Common Stock	11/07/2011		S		100	D	$11.715	13,362	D
Common Stock	11/07/2011		S		2,585	D	$11.7169	10,777	D
Common Stock	11/07/2011		S		100	D	$11.717	10,677	D
Common Stock	11/07/2011		S		500	D	$11.719	10,177	D
Common Stock	11/07/2011		S		200	D	$11.72	9,977	D
Common Stock	11/07/2011		S		500	D	$11.73	9,477	D
Common Stock	11/07/2011		S		2,600	D	$11.8	6,877	D
Common Stock	11/07/2011		S		100	D	$11.805	6,777	D
Common Stock	11/07/2011		S		200	D	$11.8063	6,577	D
Common Stock	11/07/2011		S		800	D	$11.81	5,777	D
Common Stock	11/07/2011		S		100	D	$11.815	5,677	D
Common Stock	11/07/2011		S		100	D	$11.8175	5,577	D
Common Stock								5,566	I	See Footnote⁽¹⁾

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 (right to buy)	$7.9	11/07/2011		M			16,667	12/31/2001⁽²⁾	12/31/2011	Common Stock	16,667	$0	30,000	D

Explanation of Responses:

1. These shares are held by Charles Schwab & Co., Inc. in an Individual Retirement Account for the benefit of Brian S. O'Leary.

2. One-third of the options vested on the first, second and third anniversaries of the date of grant. All options have fully vested.

	/s/ Brian S. O?Leary	11/08/2011
	** 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).
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