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) September 5, 2012

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 S. 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):

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

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

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

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

Item 3.03.  Material Modifications to Rights of Security Holders.

On September 5, 2012 Mission Community Bancorp (the "Company") and Computershare Trust Company, N.A. (the "Warrant Agent") entered into Amendment No. 1 to Warrant Agreement (the "Amendment") which Amendment extended the term of the warrants issued by the Company to purchase shares of its common stock issued in December  2010 (the "Public Warrants").  The Public Warrants were issued in connection with a rights offering to the shareholders of the Company to purchase shares of the Company's common stock and the Public Warrants.  Pursuant to the Amendment, effective October 1, 2012, the expiration date of the Public Warrants is to be extended from December 17, 2015 to March 21, 2017.  No other terms or conditions of the Public Warrant were affected by the Amendment.

A copy of Amendment No. 1 to Warrant Agreement between the Company and the Warrant Agent is attached hereto as Exhibit 4.1 and incorporated herein by reference.  A copy of the form of notice to be sent by the Company to the holders of the Warrants is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

4.1           Amendment No. 1 to Warrant Agreement between Mission Community Bancorp and Computershare Trust Company, N.A., as warrant agent.

99.1         Form of Notice to Shareholders re Warrant Extension

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:  September 7, 2012	MISSION COMMUNITY BANCORP
	By:	/s/ Mark R. Ruh
		Mark R. Ruh, Chief Financial Officer

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO WARRANT AGREEMENT

This AMENDMENT NO. 1 ("Amendment"), dated September 5, 2012, to the Warrant Agreement (the "Warrant Agreement"), dated October 5, 2010, between Mission Community Bancorp, a California Corporation (the "Company") and Computershare, Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the "Warrant Agent").

W I T N E S S E T H:

WHEREAS, in order to facilitate the future exercise of the Warrants, the Company desires to extend the term of the Warrants, currently set to expire on December 17, 2015 to March 21, 2017, subject to the effectiveness of this Amendment No. 1 to Warrant Agreement;

WHEREAS, the amendments as provided herein shall not adversely affect the interests of the holders of the Warrants under the Warrant Agreement;

WHEREAS, capitalized terms not otherwise defined herein shall have the meaning set forth in the Warrant Agreement;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto agree as follows:

1.           Extension of Term of Warrants.  From and after October 1, 2012 Section 3.2 of the Warrant Agreement shall be amended to read in full as follows:

"3.2  Duration of Warrants.  A Warrant may be exercised only during the period ("Exercise Period") commencing on 9:00 a.m., Eastern Time on the date of issuance of the Warrant and terminating at 5:00 p.m., Eastern Time on March 21, 2017 (the "Expiration Date").  Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date."

2.           The Company agrees to indemnify and hold harmless the Warrant Agent against any and all loss, liability, claim, damage and expense whatsoever (including without limitation reasonable attorneys' fees and expenses) arising out of or based upon any false representation of warranty of, or breach of or failure by the Company to comply with any covenant made by, the Company herein.  The parties hereto agree that this indemnity is intended to augment, and not supersede or replace, any indemnity terms included in the Warrant Agreement, which terms shall remain in full force and effect.

3.           The Warrant Agent makes no representations as to the validity or sufficiency of this Amendment.  The recitals above are statements of the Company and the Warrant Agent assumes no responsibility for their correctness.

4.           Except as specifically provided herein, (i) the Warrant Agreement shall continue to be in full force and effect and is hereby in all respects ratified and confirmed, (ii) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the parties under the Warrant Agreement, nor constitute a waiver of any provision of any of the Warrant Agreement except as specified herein, and (iii) all references to this Agreement in the Warrant Agreement and this Amendment shall refer to the Warrant Agreement as amended from time to time.

5.           This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.  This Amendment No. 1 to the Warrant Agreement shall be accepted, effective and binding, for all purposes, when the parties shall have signed and transmitted to each other, by fax, e-mail transmission or otherwise, executed copies of this Amendment No. 1 to Warrant Agreement.  Except as expressly amended hereby, the Warrant Agreement shall remain in full force and effect and is hereby ratified by the parties.

2

IN WITNESS WHEREOF, this Amendment No. 1 to Warrant Agreement has been duly executed by the parties hereto as of the date and year first above written.

COMPANY:

MISSION COMMUNITY BANCORP

By:  /s/ Mark R. Ruh                                                  

Name: Mark R. Ruh

Title: EVP/CFO

WARRANT AGENT:

COMPUTERSHARE TRUST COMPANY, N.A.

By: /s/ Dennis V. Moccia                                            

Name: Dennis V. Moccia

Title: Manager, Contract Adminiistration

3

EX-99.1

Exhibit 99.1

[MISSION COMMUNITY BANCORP LETTERHEAD]

_______, 2012

Notice of Extension of Warrant Expiration Date

Dear Warrant Holder:

We are pleased to advise you that the expiration date of the warrants you hold to purchase shares of the common stock of Mission Community Bancorp, Inc. which were issued in December 2010 has been extended.

Effective October 1, 2012 the expiration date of the warrants you hold has been extended from 5:00 P.M. Eastern Time on December 17, 2015 to 5:00 P.M. Eastern Time on March 21, 2017.

Your warrants must be exercised in accordance with the terms of the warrant certificates and the warrant agreement which govern the terms of the warrants.  All unexercised warrants will become null and void after 5:00 P.M. Eastern Time on March 21, 2017.

Except for the extension of the expiration date, all terms of the warrant certificates and warrant agreement remain in full force and effect.

Please direct any questions you may have to Cindy Harrison, Vice President and Assistant Corporate Secretary, at 805-597-6126.  Thank you for your investment in Mission Community Bancorp.

Sincerely,

_______________