6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2013.

Commission File Number 001-32535

Bancolombia S.A.

(Translation of registrant’s name into English)

Cra. 48 # 26-85
Medellín, Colombia
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ                    Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):£

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(2):£

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes £                    No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

The information contained in Exhibits 5.3 and 5.4 of this Form 6-K shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the registration statement on FORM F-4 (File No. 333-188396) of Bancolombia S.A. on file with and declared effective by the SEC.

Exhibit No.	Description
5.3	Validity Opinion of Gómez-Pinzón Zuleta Abogados S.A. as to the validity of the New York law-governed debt securities (Colombian law)*
5.4	Validity Opinion of Sullivan & Cromwell LLP *
23.4	Consent of Gómez-Pinzón Zuleta Abogados S.A. (included in Exhibit 5.3)
23.5	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.4)
99.1	Press release titled “Bancolombia Announces Results of Exchange Offer”, dated July 24, 2013

* Information contained therein shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the registration statement on Form F-4 (File No. 333-188396) of Bancolombia S.A. on file with and declared effective by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANCOLOMBIA S.A. (Registrant)
Date:  July 24, 2013	By:	/s/ Jaime Alberto Velásquez Botero
		Name:	Jaime Alberto Velásquez Botero
		Title:	Vice President of Strategy and Finance

EX-5.3

Exhibit 5.3

Bogotá D.C., July 24, 2013

GPZ-1026-13

Bancolombia S.A.,

Carrera 48 #26-85,
Avenida Los Industriales
Medellín, Colombia

Ladies and Gentlemen:

We have acted as Colombian counsel for Bancolombia S.A., a Colombian financial institution organized and existing as a sociedad anónima under the laws of the Republic of Colombia (the “Bank”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) filed by the Bank with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as amended, relating to the exchange offer by the Bank of up to US$227,458,000 principal amount of 5.125% Subordinated Notes due 2022 (the “New Notes”) which will be issued pursuant to an indenture dated September 11, 2012 (the “Indenture”) between the Bank and The Bank of New York Mellon, as trustee (the “Trustee”) for any and all US$227,458,000 principal amount of 5.125% Subordinated Notes due 2022 that were issued on September 25, 2012 and October 10, 2012 in a private exchange offer under the indenture, dated September 25, 2012, between the Bank and the Trustee (the “Old Notes”).

We have examined the Registration Statement and the Indenture, which have been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Bank.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligation of the Trustee.

Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Registration Statement or the Indentures.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1.          The Bank has full power and authority to perform its obligations under the offering of the New Notes, and has taken all necessary corporate action to authorize the issuance, execution and delivery of the New Notes.

2.          Assuming the Notes have been duly executed, authenticated, issued and delivered insofar as the laws of the State of New York are concerned, the New Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indentures upon the exchange, insofar as the laws of Colombia are concerned and constitute legally binding and valid obligations of the Bank, entitled to the benefits of the Indentures and enforceable against the Bank in accordance with their termsinsofar as the laws of Colombia are concerned.

The above opinion is subject to the following qualifications:

(i)          Under the laws of Colombia, the choice of the law of the State of New York as governing law would be recognized subject to the proof of the provisions of the applicable law of the State of New York in the manner provided for in such proceedings in Colombia. In any proceeding in Colombia to enforce a document subject to the law of the State of New York, the court would interpret the provisions of such document by reference to law of the State of New York provided that the provisions of law of the State of New York do not violate the public order Laws of Colombia.

(ii)          The courts of Colombia would give effect to and enforce a final judgment rendered by any court of the State of New York or any court outside of Colombia through a procedural system provided for under Colombian law known as “exequatur”, subject to the provisions of Articles 693 to 695 of the Colombian Code of Civil Procedure. Under the provisions in force on the date hereof, a foreign judicial decision will be recognized by Colombian courts, without reconsideration of the merits, if the following conditions are fulfilled: (a) a treaty providing for reciprocal recognition of foreign judgments exists between Colombia and the country where the judgment was granted or there is reciprocity in the recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of Colombia; (b) the foreign judgment does not relate to in rem rights over assets which were located in Colombia at the time the suit was filed; (c) the foreign judgment does not contravene or conflict with public policy provisions in force in Colombia, other than those governing judicial procedure; (d) the foreign judgment is final in accordance with the laws of the country where it was rendered; (e) the foreign judgment does not refer to a subject-matter which is reserved to the exclusive jurisdiction of Colombian courts; (f) the foreign judgment does not refer to a cause of action in respect of which a local final judgment has been rendered or court proceedings are pending (before a Colombian court); (g) the foreign judgment results from proceedings in which the respondent was served in accordance with the law of the relevant jurisdiction and in a manner giving a reasonable opportunity of defense; and (h) the Supreme Court of Justice is provided with a final and duly certified copy of the judgment and a translation thereof to Spanish. Proceedings for execution of a money judgment by attachment or execution against any assets or property located in Colombia would be within the exclusive jurisdiction of Colombian courts. Bankruptcy proceedings, composition, liquidation, creditor’s arrangements proceedings, annulment of corporate resolutions, repossession, and proceedings in connection with “in rem” actions over assets located in Colombia would also be within the exclusive jurisdiction of Colombian courts.

(iii)          The United States and Colombia do not have any bilateral treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, but the Supreme Court of Colombia has accepted that reciprocity exists when it has been proven either that a United States court has enforced a Colombian judgment or that a United States court would enforce a foreign judgment including a judgment issued by a Colombian court. However, Colombia’s legal system is not based on precedents and exequatur decisions are made on a case-by-case basis.

(iv)          The enforcement of the Indenture, and the New Notes may be limited: (a) by applicable laws relating to the enforcement of creditors’ rights generally, and any proceeding for enforcement in Colombia would be subject to the applicable limitation on actions by statute of limitations, limiting the period for commencement for actions in Colombia; (b) articles 823 of the Colombian Code of Commerce and 260 of the Colombian Code of Civil Procedure pursuant to which any proceeding in Colombia requires that a translation into Spanish be the basis for enforcement, in any event of a disagreement over the meaning of the translation, the official Spanish translation will govern rather than the original English text for purposes of such proceeding; (c) applicable laws pursuant to which indemnification provisions are not enforceable if there has been gross negligence or willful misconduct from the indemnified party; and (d) in any proceeding filed, commenced or brought to a court in Colombia, service of notice to the parties will be made in accordance with the provisions of the Colombian Code of Civil Procedure and contractual provisions regarding service of process will not be enforceable.

(v)          Furthermore, we express no opinion as to whether a court in any proceeding in Colombia would give effect to certain provisions that may be limited by: (i) applicable procedural rules that do not allow waivers of immunity and service of process by private companies within Colombia and pursuant to which any immunity from proceedings (jurisdiction, execution or attachment) which might in the future be available under Colombian law may not be validly waived in advance; and (ii) the unavailability under Colombian law of equitable remedies or injunctive relief, except for fundamental constitutional rights.

We are licensed to practice law in Colombia and we do not hold ourselves out as being conversant with, and express no opinion as to, the laws of any jurisdiction other than those of Colombia. In particular, to the extent that New York or United States Federal law is relevant to this opinion, we have relied, without any independent investigation, on the opinion of Sullivan & Cromwell LLP, special U.S. legal counsel to the Bank, delivered to you, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell LLP. This opinion is limited to matters of Colombian law.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the heading “Validity of the New Notes” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

GÓMEZ-PINZÓN ZULETA ABOGADOS S.A.

EX-5.4

Exhibit 5.4

[Letterhead of Sullivan & Cromwell LLP]

July 24, 2013

Bancolombia S.A.,

Carrera 48 # 26-85, Avenida Los Industriales,

Medellín,

Colombia.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) on Form F-4 (File No. 333-188396) (the “Registration Statement”) of $227,458,000 aggregate principal amount of 5.125% Subordinated Notes due 2022 issued under the indenture dated September 11, 2012 (the “Securities”) of Bancolombia S.A., a corporation organized as a sociedad anónima under the laws of the Republic of Colombia (the “Bank”), to be issued in exchange for the Bank’s outstanding 5.125% Subordinated Notes due 2022 issued under the indenture dated September 25, 2012, pursuant to the indenture, dated September 11, 2012 (the “Indenture”), each among the Bank and The Bank of New York Mellon, as Trustee, we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, it is our opinion that the terms of the Securities and of their issuance and exchange have been duly established in conformity with the Indenture, the Securities have been duly executed and delivered in accordance with the Indenture, and the Securities constitute valid and legally binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed that the Securities have been duly authenticated by the Trustee under the Indenture, that the Bank has been duly incorporated and is an existing corporation (sociedad anónima) under the laws of the Republic of Colombia, that the Securities have been duly authorized, executed and delivered insofar as Colombian law is concerned and that the Securities constitute valid and legally binding obligations of the Bank insofar as Colombian law is concerned. With respect to all matters of Colombian law, we note that you are being provided with the opinion, dated the date hereof, of Gómez-Pinzón Zuleta Abogados S.A.

Bancolombia S.A. -2-

Also, with your approval we have relied as to certain factual matters on information obtained from public officials, officers of the Bank and other sources believed by us to be responsible, and we have assumed that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the New Notes” in the prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours

/s/ Sullivan & Cromwell LLP

EX-99.1

Exhibit 99.1

BANCOLOMBIA ANNOUNCES RESULTS OF EXCHANGE OFFER

Medellín, Colombia, July 24, 2013

Bancolombia S.A. (the “Bank”) announced today the results of its offer to exchange (the “Exchange Offer”) all of its outstanding unregistered 5.125% Subordinated Notes due 2022 issued under the indenture dated September 25, 2012 (the “Old Notes”) for new 5.125% Subordinated Notes due 2022 issued under the indenture dated September 11, 2012 (the “New Notes”), which have been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Exchange Offer expired at 5:00 p.m., New York City time, on July 18, 2013.

The Bank of New York Mellon, the exchange agent (the “Exchange Agent”) for the Exchange Offer, has advised that, in total, $224,513,000 aggregate principal amount of the Old Notes, representing approximately 98.70% of the aggregate principal amount outstanding of the Old Notes, were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer. All of the Old Notes validly tendered and not validly withdrawn have been accepted for exchange pursuant to the terms of the Exchange Offer.

A total of $2,945,000 aggregate principal amount of the Old Notes will remain outstanding.

Cautionary Note Regarding Forward Looking Statements

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements address matters that involve risks and uncertainties. Actual results could differ materially from those indicated in such statements as a result of factors disclosed in the Prospectus under the heading “Risk Factors” and other factors described from time to time in the Bank’s reports filed with the Securities and Exchange Commission. These or other factors, many of which are outside of the Bank’s control, could have a material adverse effect on actual results. The Bank does not intend, and does not assume any obligation, to update its forward-looking statements. Certain monetary amounts, percentages and other figures included in this announcement have been subject to rounding adjustments.

Contacts
Sergio Restrepo	Jaime A. Velásquez	Jose Humberto Acosta	Alejandro Mejía
Capital Markets VP	Strategy and Finance VP	Financial VP	IR Manager
Tel.: (574) 4041424	Tel.: (574) 4042199	Tel: (571) 4885934	Tel.: (574) 4041837