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^*

KEENEY ARTHUR III

(Last)

(First)

(Middle)

PO BOX 337

(Street)

ENGELHARD

27824

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ECB BANCORP INC [ ECBE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2007

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								21,340	D⁽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)
Employee Stock Option (Right to Buy)	$12.5							⁽²⁾	01/21/2008	Common Stock	4,422		4,422	D
Employee Stock Option (Right to Buy)	$10							⁽³⁾	02/16/2010	Common Stock	4,200		4,200	D
Employee Stock Option (Right to Buy)	$13.25							⁽⁴⁾	01/16/2012	Common Stock	4,120		4,120	D
Employee Stock Option (Right to Buy)	$29							⁽⁵⁾	05/17/2015	Common Stock	8,954		8,954	D
Employee Stock Option (Right to Buy)	$28.52							⁽⁶⁾	02/21/2016	Common Stock	8,954		8,954	D
Employee Stock Option (Right To Buy)	$32.6	02/26/2007		A			8,954	⁽⁷⁾	02/21/2017	Common Stock	8,954	$32.6	8,954	D

Explanation of Responses:

1. Total includes all shares previosly reported as owned directly and all shares previously reported separately as unvested restricted stock. There has been no transaction or change of beneficial ownership.

2. This option vests in three equal annual installments beginning on January 21, 2001.

3. This option vests in three equal annual installments beginning on February 16, 2003.

4. This option vests in three equal annual installments beginning on January 16, 2005.

5. This option vests in three equal annual installments beginning on May 17, 2006.

6. This option vests in three equal annual installments beginning on February 21, 2007.

7. This option vests as to one-third of covered shares on February 26, 2008 and as to the remaining two-thirds of covered shares on February 26, 2009.

	Arthur H. Keeney III, By: William R. Lathan, Jr. Attorney-in-fact	02/28/2007
	** 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.
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