8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 27, 2010

MISSION COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

California	__333-12892____	77-0559736
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employee Identification No.)

3380 South Higuera Street, San Luis Obispo, CA 93401

(Address of principal executive offices)

(Zip code)

(805) 782-5000

(Registrant’s telephone number including area code)

(Former name or former address, if changed since last report) Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

3266.003/343665.1

Item 5.01. Changes In Control of Registrant

On April 27, 2010there was an initial closing (the “Initial Closing”) under that certain Securities Purchase Agreement dated December 22, 2009, as amended (the “Securities Purchase Agreement”), by and between Mission Community Bancorp (the “Company”) and Carpenter Fund Manager GP, LLC (the “Manager”) on behalf of and as General Partner of each of Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P. and Carpenter Community BancFund—CA, L.P.  (the “Investors”).   At the Initial Closing the Investors purchased an aggregate of 2,000,000 shares of the common stock of the Company paired with warrants to purchase 2,000,000 shares of the common stock of the Company for an aggregate purchase price of $10 million.  The warrants are exercisable for a term of ten years from issuance at an exercise price of $5.00 per share and contain customary anti-dilution provisions.  Under the terms of the Securities Purchase Agreement, the Investors have the right to purchase up to an additional 1,040,000 shares of the Company’s common stock, with each share of common stock paired with a warrant exercisable at a price of $5.00 per share of common stock, for an aggregate purchase price of $5.2 million.

Prior to the Initial Closing, the Manager was the largest shareholder of the Company beneficially owning 333,334 shares of the common stock of the Company or 24.7% of the issued and outstanding shares of the Company.   Following the Initial Closing, the Manager is the beneficial owner of 2,333,334 shares of the common stock of the Company (not including warrants) or 69.7% of the issued and outstanding shares of the Company.  The $10 million purchase price paid by the Investors was paid from liquidity available for investment.

In accordance with the terms of the Securities Purchase Agreement, the Company will conduct a rights offering to its existing shareholders, currently anticipated to occur in the second or third quarter of 2010, pursuant to which each shareholder will be offered the right to purchase shares of the Company’s common stock paired with a warrant at a price of $5.00 per unit of common stock and warrant.  The warrants issuable in the rights offering will be for a term of 10 years and will be exercisable at a price of $5.00 per share.

Pursuant to the Securities Purchase Agreement, the Company has agreed, effective upon the Initial Closing, and subject to receipt of any required regulatory approvals or non-objections, to appoint as directors of the Company and Mission Community Bank (the “Bank”), three persons identified by the Manager, and to continue to appoint three persons designated by the Manager for as long as the Investors beneficially own at least 25% or more of the Company’s common stock.  If the Investors’ beneficial ownership of the Company’s common stock is less than 25% but more than 15%, the Manager shall have the right to appoint two (2) directors to the Company's Board and the Bank’s Board and if the Manager’s beneficial ownership interest is less than 15% but more than 5%, the Manager shall have the right to appoint one person to the Company’s Board and the Bank’s Board.  The right to appoint members to the Company’s Board and the Bank’s Board is in addition to and not in lieu of the Manager’s right to appoint one member to the Board of the Company and the Bank pursuant to the terms and conditions of a prior Stock Purchase Agreement dated January 24, 2008 between the Company and the Manager on behalf of the Investors.

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On April 27, 2010, the Manager appointed James W. Lokey to serve on the Board as one of its three appointees pursuant to the Securities Purchase Agreement.  See Item 5.02 below.  Previously, Stephen P. Yost was appointed to the Board of the Company by the Manager to fill one of these three director positions.  The Company believes Manager will appoint a third person to serve on its Board in the near future, subject to receipt of all required regulatory approvals, although no such additional director nominee has as yet been identified.

A copy of the press release dated April 27, 2010 with respect to the initial closing of the transactions contemplated by the Securities Purchase Agreement and the appointment of Mr. Lokey is included as an Exhibit hereto and incorporated by reference herein.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)  On April 27, 2010, concurrent with the closing under the Securities Purchase Agreement, James W. Lokey was appointed to serve on the Board of Directors of each of Mission Community Bancorp and Mission Community Bank subject to receipt of all required regulatory approvals.  The Federal Reserve Bank of San Francisco issued its “no objection” to Mr. Lokey serving on both boards on April 28, 2010.   It has not yet been determined on which Board Committees Mr. Lokey will serve.  Mr. Lokey was also appointed as Executive Chairman of Mission Community Bancorp subject to receipt of all required regulatory approvals.  It is anticipated that Mr. Lokey will be compensated with respect to the services he is to render as Executive Chairman, however, no compensation terms have as yet been agreed to.

;

Mr. Lokey most recently served as President of Rabobank, N.A., Arroyo Grande, California, from 2007 until his retirement from that bank effective December 31, 2009.  Previously, Mr. Lokey served as President and Chief Executive Officer for Mid-Sate Bank & Trust from 2000 until the sale of that bank in 2007.

Mr. Lokey was appointed to the Board as the nominee of a principal shareholder of the Bank, Carpenter Fund Manager GP, LLC (the “Manager”), which currently beneficially owns 2,333,334 shares of the Company’s common stock (not including warrants to purchase shares of common stock), or 69.7% of the issued and outstanding shares of the Company.   Effective upon the Initial Closing under the Securities Purchase Agreement, which occurred on April 27, 2010, the Manager has the right to designate three members to the Company’s Board of Directors.  Mr. Lokey is one of these designees.

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Item 9.01  Financial Statements and Exhibits.

Exhibit No.                                Description

99.1 Press Release dated April 27, 2010

3266.003/343665.1

SIGNATURES

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

Dated:  April 30, 2010                                                                           MISSION COMMUNITY BANCORP

By:       /s/ Anita M. Robinson

Anita M. Robinson, President and Chief Executive Officer

EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE                                                      Contact: Anita M. Robinson

April 27, 2010                                                                                                  President and Chief Executive Officer

          (805) 782-5000

Mission Community Bancorp Announces

$10 Million Capital Investment

James Lokey Joins Board of Directors

Mission Community Bancorp (OTCBB: MISS), San Luis Obispo, California, parent of Mission Community Bank, is pleased to announce the first closing under an agreement with the Carpenter Community BancFund organization in which the Fund invested $10 million in the Company in a private placement.  The agreement provides for further investment by the Fund of up to an additional $5.2 million.  The Company will subsequently conduct a rights offering open to other holders of the Company’s common stock.

“The consummation of this first closing under the agreement with the Fund provides the Company with additional capital resources necessary to support the capital position of Mission Community Bank during the current period of significant economic uncertainty,” said Anita Robinson, the Company’s President and Chief Executive Officer.  “We continue to find significant value in the investment and strategic counsel that the Company and the Bank glean from the relationship with the Fund.”

In addition to the capital enhancement, the stock purchase agreement between the Bank and the Fund, provides for the addition of three Fund board members.  With this closing, the Bank is pleased to announce the appointment of James Lokey as a Fund nominated director.  Mr. Lokey is formerly President of Mid-State Bank and a leading banker in the Central Coastal region of California.  Upon regulatory approval, he will assume the role of Bancorp Board Executive Chairman and Bank Board Chairman and will work with Bank CEO Anita Robinson to lead the Bank in a significant expansion of the Bank’s presence in the Central Coastal region, supported by capital from the Fund.  “I am so pleased to have the opportunity to collaborate with Mr. Lokey to help move the Bank forward.  Jim is a longtime friend and a respected peer,” said CEO Robinson.

Mr. Lokey indicated that, “my collaboration with the Fund and the existing support the Fund has provided to Mission Community Bank creates a banking platform from which we can work together to build a significant banking franchise in Central California.  I look forward to the leadership I can provide in this effort and the opportunity to collaborate with the Bank’s current executive management and board in meeting our objectives.”

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April 27, 2010

Mission Community Bancorp Announces $10 Million Capital Investment

Howard Gould, Vice Chairman of the Fund said, “The capital made available through this first closing positions the Bank to move forward in the current environment.  We are looking forward to continuing our work with the Mission Community team on moving the Bank forward and putting the capital to work building an exemplary banking franchise in Central California.  We know that we have the management team to achieve this goal.”

At the first closing the Fund purchased 2,000,000 shares of common stock, each paired with a warrant (each pair a “Unit”) for a purchase price of $10,000,000.  Under the terms of the Securities Purchase Agreement entered into by the parties, the Fund has the right to purchase up to an additional 1,040,000 shares of common stock, each of which is paired with a warrant for an aggregate purchase price of up to $5,200,000.  Each warrant represents the right to purchase a share of common stock for $5.00, subject to adjustment.

The Company will commence a rights offering in the second quarter of 2010 to all holders of the Company’s common stock on the same financial terms as those offered to the Fund.

Mr. Lokey brings three decades of bank executive management expertise to bear in his affiliation with Mission Community Bank and the Fund.  He demonstrated his expertise in building Mid-State Bank to become the leading bank in the Central Coast and will look to building Mission in similar manner.  “I am excited by the potential that exists to establish the strongest community bank in the Central Coast,” said Lokey.

The Transaction

The Carpenter Community BancFund organization has agreed to invest up to $15.2 million in two separate closings.  At the first closing, the Fund will purchase 2,000,000 Units for an aggregate purchase price of $10 million.  The first closing will take place following the receipt of all required regulatory approvals and the fulfillment of other conditions precedent to closing set forth in the Securities Purchase Agreement.  Up to an additional 1,040,000 Units may be purchased by the Fund for an aggregate additional purchase price of $5.2 million, subject to receipt of all required regulatory approvals, and the fulfillment of other conditions precedent to closing set forth in the Securities Purchase Agreement.

In addition, the Company has granted the Fund “piggyback registration” rights on customary terms and conditions.  The Company has also granted the Fund demand registration rights.

About Mission Community Bancorp

Mission Community Bancorp, a bank holding company, operates Mission Community Bank with offices in Downtown San Luis Obispo, Paso Robles, Santa Maria and Arroyo Grande, and a Business Banking Center located in the new headquarters office on South Higuera Street in San Luis Obispo.  As a full service bank, Mission Community Bank provides loan and deposit products in San Luis Obispo and northern Santa Barbara Counties.  A Department of the Treasury Certified Community Development Financial Institution, the bank has been the recipient of several grants and awards for its success in small business lending and community development banking services.

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April 27, 2010

Mission Community Bancorp Announces $10 Million Capital Investment

About Carpenter Community BancFund

The Carpenter Community BancFund was formed by the principals of Carpenter & Company, the Irvine-based investment banking and consulting firm that specializes in bank development.  The Fund plans to support new and growing community banks in California and elsewhere.

For More Information

For more information, please contact Anita Robinson at (805) 782-5000.

Forward-Looking Statements Disclosure

This news release contains forward-looking statements related to, among other things, business growth and capital adequacy.  These statements are based on management’s current views and assumptions regarding future business performance.  Actual performance may vary due to competitive conditions, levels of marketing spending, economic factors such as energy prices, interest rates, the duration and severity of the economic slow-down or recession in our market area, changes in government regulation or policies  and other factors.

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3380 South Higuera Street ▪ San Luis Obispo, California  93401