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^*

STATHOS JAMES G

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MID-STATE BANCSHARES [ MDST ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec Vice President/CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2003

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)

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⁽¹⁾	17.935⁽²⁾	07/14/2003⁽³⁾		J⁽⁴⁾		2,118⁽⁵⁾		07/14/2000	07/14/2009	Common Stock⁽¹⁾	12,706	$17.935⁽²⁾	7,132⁽⁴⁾	I	By Company
Common Stock⁽⁶⁾	17.935⁽²⁾	07/14/2003⁽⁷⁾		J⁽⁷⁾		7,882⁽⁵⁾		07/14/2000	07/14/2009	Common Stock⁽⁶⁾	37,294	$17.935⁽²⁾	32,868⁽⁷⁾	I	By Company

Explanation of Responses:

1. Incentive Stock Option (right to buy). 50,000 shares granted as an ISO under the Company's 1996 Stock Option Plan. Due to the $100K limitation, remaining 37,294 shares were issued and treated as a non-qualified stock option.

2. Shares granted at fair market value.

3. Incentive Stock Option granted July 14, 1999 will vest an additional 2,118 shares on July 14, 2003, increasing Mr. Stathos' available shares for exercise to 7,132 shares. These shares have not yet been acquired through the exercise of the option.

4. Incentive Stock Option granted July 14, 1999 vests 20% per year on the anniversary date of the grant for five (5) years at which time the option becomes 100% vested. Optionee has another five (5) years from the 100% vesting anniversary date to exercise the shares in accordance with the terms and conditions of the Company's 1996 Stock Option Plan. No shares under this option grant have been exercised by the individual to date.

5. Additional shares becoming vested and available for exercise by Mr. Stathos at the exercise price of $17.9350 per share.

6. Non-Qualified Stock Option (right to buy).

7. Non-Qualified Stock Option granted July 14, 1999 vests 20% per year on the anniversary date of the grant for five (5) years at which time the option becomes 100% vested. Optionee has another five (5) years from the 100% vesting anniversary date to exercise the shares in accordance with the terms and conditions of the Company's 1996 Stock Option Plan.

	James G. Stathos	07/03/2003
	** Signature of Reporting Person	Date
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