SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Porter Bancorp, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

736233107

(CUSIP Number)

with a copy to:

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

  August 5, 2011

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

--------------------------

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  736233107   SCHEDULE 13D/A Page 2 of  8 Pages

1	NAME OF REPORTING PERSON SBAV LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.2%
14	TYPE OF REPORTING PERSON* PN

CUSIP No.  736233107   SCHEDULE 13D/A Page 3 of 8 Pages

1	NAME OF REPORTING PERSON SBAV GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.2%
14	TYPE OF REPORTING PERSON* OO

CUSIP No.  736233107   SCHEDULE 13D/A Page 4 of 8 Pages

1	NAME OF REPORTING PERSON George Hall
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 744,135 shares of Common Stock (including warrants to purchase  228,261 shares of Common Stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.2%
14	TYPE OF REPORTING PERSON* IN

CUSIP No.  736233107   SCHEDULE 13DA Page 5 of 8 Pages

1	NAME OF REPORTING PERSON Clinton Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0-
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0%
14	TYPE OF REPORTING PERSON* IA; CO

CUSIP No.  736233107   SCHEDULE 13D/A Page 6 of 8 Pages

This Amendment No. 1 (the "Amendment") amends the statement on Schedule 13D filed on July 11, 2011 (the "Original Schedule 13D"), with respect to the common stock, no par value (the "Shares") of Porter Bancorp, Inc., a Kentucky corporation (the "Issuer" or "Bank").  The Original Schedule 13D, as amended by this Amendment, is hereinafter referred to as the "Schedule 13D".  Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D.  This Amendment amends Items 2, 4, 5(c) and 7 as set forth below.

Item 2. IDENTITY AND BACKGROUND.

Item 2 is hereby amended and restated as follows:

(a)           This statement is filed by Clinton Group, Inc., a Delaware corporation ("CGI"), SBAV LP, a Delaware limited partnership ("SBAV"), SBAV GP LLC, a Delaware limited liability company ("SBAV GP") and George Hall ("Mr. Hall," and together with CGI, SBAV and SBAV GP, the "Reporting Persons").

(b)           The principal business address of each of the Reporting Persons is 9 West 57th Street, 26th Floor, New York, New York 10019.

(c)           The principal business of CGI is to invest on behalf of funds and accounts under its management. The principal business of SBAV LP is to invest in securities.  The principal business of SBAV GP is to act as the general partner of SBAV LP.  George Hall is the sole and Managing Member of SBAV GP.

(d)           None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Mr. Hall is a citizen of the United States of America.

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of CGI is set forth in Schedule A attached hereto.  To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of such individuals owns any Shares.

Item 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended by the addition of the following:

On August 2, 2011, representatives of the Reporting Persons showed up for a scheduled meeting with executives and board members from the Issuer during an investor conference in New York. The Issuer’s representatives refused to meet with the Reporting Persons. The Reporting Persons expressed their desire for fair and equal access to information about the Issuer. The Issuer’s representatives nevertheless refused to meet with the Reporting Persons. The Reporting Persons expressed their view that the Chief Executive Officer should be replaced and that assets on the balance sheet were improperly valued. The Reporting Persons were asked to leave.

Later on August 2, 2011, representatives of the Reporting Persons met with one of the independent directors of the Issuer and expressed the concerns stated in the letter of August 5, 2011, which are summarized below and filed herewith.

On August 5, 2011, the Reporting Persons sent a letter to David Hawkins, the Chairman of the Risk Policy and Oversight Committee of the Board of Directors (the “Committee”), calling on the Committee to study a number of issues at the Bank including: (i) underwriting standards; (ii) due diligence and documentation processes; (iii) appraisal process; (iv) failure to recruit and retain qualified personnel to handle NPAs; (v) the “Friends of the Bank” policy; (vi) restructuring of loans on favorable terms; (vii) methodology for valuing real estate on the balance sheet; (viii) concentration of construction and development loans; and (ix) the late recognition of real estate trends in Kentucky. The letter also requests, among other things, that the Reporting Persons be permitted to present their concerns to the Committee and that the Committee report to shareholders on its activities regularly. The letter furthermore calls on the Board to replace the Chief Executive Officer.

This summary of the letter is qualified in its entirety by reference to the full text of the letter, which is filed as Exhibit 6 to this Schedule 13D and is incorporated by reference into this Item 4.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(c) is hereby amended and restated as follows

(c)           Other than the transfer of the 744,135 Shares (including warrants to purchase  228,261 Shares) from Clinton Magnolia Master Fund, Ltd. to SBAV LP, which occurred on August 4, 2011, no transactions in the Shares were effected by the Reporting Persons since the filing of the Original Schedule 13D.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented by the addition of the following:

Exhibit	Description
6	Letter from Clinton Group, Inc. to Porter Bancorp, Inc. dated August 5, 2011.
7	Joint Filing Agreement, dated August 5, 2011.

CUSIP No.  736233107   SCHEDULE 13D/A Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 5, 2011

Clinton Group, Inc.
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
SBAV LP
By:	SBAV GP LLC, its general partner
By:	/s/ George Hall
Name:	George Hall
Title:	Managing Member
SBAV GP LLC
By:	/s/ George Hall
Name:	George Hall
Title:	Managing Member
/s/ George Hall
George Hall

CUSIP No.  736233107     SCHEDULE 13D/A Page 8 of 8 Pages

SCHEDULE A

Directors and Executive Officers of Certain Reporting Persons

CLINTON GROUP, INC.

The following sets forth the name, position and principal occupation of each director and executive officer of CGI.  Each such person is a citizen of the United States of America.  The business address of each director and executive officer is 9 West 57th Street, 26th Floor, New York, New York 10019.

Name	Position
George Hall	Director and President
Francis A. Ruchalski	Director and Chief Financial Officer
John L. Hall	Director

EX-99

EXHIBIT 6

Letter from Clinton Group, Inc. to Porter Bancorp, Inc. dated August 5, 2011.

CLINTON GROUP, INC.

9 West 57th Street, 26th Floor

New York, New York 10019

August 5, 2011

By Facsimile and Fedex

Mr. David L. Hawkins

Chairman, Risk Policy and Oversight Committee

Board of Directors

Porter Bancorp, Inc.

2500 Eastpoint Parkway

Louisville, Kentucky 40223

RE:  Role of the Oversight Committee

Dear Mr. Hawkins:

We read with interest the brief Form 8-K disclosure of Porter Bancorp, Inc. (the “Company” or “Bank”) filed on August 1, 2011 concerning the establishment of a Risk Policy and Oversight Committee of the Board of Directors (the “Committee”).

We welcome this development and believe the Committee can serve to protect the safety and soundness of the Bank and the opportunity for value creation for the Company’s shareholders.  And, we appreciate your willingness, and that of your fellow independent directors, to serve on the Committee. 

We would be pleased to present our views on steps the Committee should take at any time convenient to the Committee. In summary, we believe the Committee should immediately undertake a study of the following areas of the Bank’s operation and report publicly to the shareholders on the Committee’s findings:

·   Underwriting standards, especially with respect to construction and development loans. We are quite concerned that advances on such loans were made to developers who seemingly had not achieved appropriate milestones. As a result, we understand the Bank’s OREO portfolio have several assets where the loan exposures were or are significantly larger than the cost of the land and improvements.

David L. Hawkins

August 5, 2011

Page 2

·   Documentation and due diligence. We have been told there has been a lack of thorough due diligence and underwriting of projects and sponsors, and a lack of documentation of the underwriting that did take place.

·   Quality of appraisals and appraisal oversight. We have reason to believe that at least some of the appraisals upon which the Bank has relied did not meet professional standards, may not reflect (then or current) market values and may have been conducted by related parties.

·   The failure to recruit and retain a qualified team to market and dispose of OREO. Given the level of NPAs and OREO, we are surprised that it took the Bank so long to put a stable team of qualified people in place. We understand the Bank has had difficulty retaining qualified people to assist in this effort.

·   The “Friends of the Bank” culture and programs that, we are told, provide certain individuals and organizations that have connections with the Chairman or the CEO with better than arm’s length terms on loans.

·   Amendment and restructuring of loans for the benefit of borrowers without any requirement that the borrower contribute additional collateral or otherwise increase their equity commitment to the projects being financed.

·   Methodology for valuing OREO and NPAs. We understand that some of the OREO portfolio is valued on the balance sheet above the prices at which the Bank has offered to sell those assets.

·   The concentration of construction and development loans. We believe the Bank had pursued (and continues to pursue) an ill-advised focus on making construction and development loans, unduly exposing the Bank and its shareholders to Kentucky real estate prices. Surely, the loan book could be more diversified.

·    Late recognition of the macro real estate trends in Kentucky. We understand that the Bank continued to loan money as the market turned in 2007 and was one of the last lenders providing capital.

As we have said, we believe the Board must undertake a review of the executive leadership of the Bank and determine, for the health of the Bank and the good of shareholders, whether the current Chief Executive Officer – who got the Bank and its investors into this difficult position

David L. Hawkins

August 5, 2011

Page 3

with OREO, NPAs and the regulators – is the best manager to lead us out of the problems. Given the number and severity of the issues raised by the regulators (to say nothing of their specific requirement for an independent consultant to assess whether the Bank has “qualified management”), we believe the time has come for a change in management.

We also believe the Committee and the Bank should undertake an analysis of the need for additional capital to remain a safe and sound institution. We believe that once the OREO and NPA portfolios are marked accurately, the Bank will require additional capital. In all events, once the FDIC and Kentucky regulators can be satisfied (and remove their limitations on the Bank’s growth), it will be necessary to raise additional capital to fully realize the Bank’s potential, in our view. If the Bank is to raise such capital, it should be done in a manner that does not disadvantage the Bank’s current investors.

Finally, as noted, we believe the Committee should report to shareholders as soon as practicable, and regularly, on its progress and findings. The public shareholders are entitled to transparency and a forthright assessment of the Bank’s leadership and risk controls.

We would be remiss not to note that we are pleased the Company took some positive, though admittedly just initial, steps in cleaning up its balance sheet in the second quarter. These steps reflect the accuracy of what we have been saying to you all along: that the assets set forth in your financials have been substantially overstated, that your reserves were inadequate, that the appraisals you were using to support the real estate values were incorrect, and that you needed to more aggressively dispose of NPAs. We believe there are more write-downs to take and significantly more reforms to the Bank’s policies and procedures to be implemented. But we appreciate the good start and would be pleased to continue to be helpful to the Bank.

We renew our demand that the Company (i) expand its Board to add a Clinton designated person; (ii) make us whole for losses we have suffered because of the Company’s improper disclosures and asset classifications and valuations; and (iii) raise additional capital, if at all, in a manner that does not disadvantage us. We reserve all our rights.

Very truly yours,

CLINTON GROUP, INC.
By:	/s/
	Name:
	Title:

cc:            Members of the Board of Directors, Porter Bancorp, Inc.

Alan MacDonald, Esq.

Charles C. Mihalek, Esq.

James Straus, Esq.

Marc Weingarten, Esq.

EX-99

EXHIBIT 7

Joint Filing Agreement, dated August 5, 2011

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

Dated: August 5, 2011

Clinton Group, Inc.
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
SBAV LP
By:	SBAV GP LLC, its general partner
By:	/s/ George Hall
Name:	George Hall
Title:	Managing Member
SBAV GP LLC
By:	/s/ George Hall
Name:	George Hall
Title:	Managing Member
/s/ George Hall
George Hall