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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* HEEREN REID L (Last) (First) (Middle) 3864 ADLER PLACE (Street) BETHLEHEM PA 18017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIRST COLONIAL GROUP INC [ FTCG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP and Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 10/31/2003
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/31/2003		D		5,717	D	(1)	0	D
Common Stock	10/31/2003		D		13,926	D	(2)	0	I	By ESOP
Common Stock	10/31/2003		D		461	D	(3)	0	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	$18.4129	10/31/2003		D			3,829	(4)	06/12/2007	Common Stock	3,829	(4)	0	D
Employee stock option (right to buy)	$28.9905	10/31/2003		D			3,829	(5)	01/07/2008	Common Stock	3,829	(5)	0	D
Employee stock option (right to buy)	$15.8005	10/31/2003		D			2,756	(6)	01/19/2011	Common Stock	2,756	(6)	0	D
Employee stock option (right to buy)	$21.381	10/31/2003		D			2,625	(7)	01/16/2013	Common Stock	2,625	(7)	0	D
Employee stock option (right to buy)	$23.83	10/31/2003		D			3,000	(8)	01/16/2013	Common Stock	3,000	(8)	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between First Colonial Group, Inc. (the "Issuer") and Keystone Savings Bank ("Keystone") in exchange for 21,152 shares of common stock of KNBT Bancorp, Inc. ("KNBT"), Keystone's holding company. The market value of the KNBT shares on the effective date of the merger was $10 per share.

2. Disposed of pursuant to the merger agreement between the Issuer and Keystone in exchange for 51,526 shares of common stock of KNBT having a market value of $10 per share on the effective date of the merger.

3. Disposed of pursuant to the merger agreement between the Issuer and Keystone in exchange for 1,705 shares of common stock of KNBT having a market value of $10 per share on the effective date of the merger.

4. This option, which became immediately exercisable as a result of the Issuer entering into the merger agreement with Keystone in March 2003, was assumed by KNBT in the merger and replaced with an option to purchase 14,167 shares of KNBT common stock at $4.9765 per share.

5. This option, which became immediately exercisable as a result of the Issuer entering into the merger agreement with Keystone in March 2003, was assumed by KNBT in the merger and replaced with an option to purchase 14,167 shares of KNBT common stock at $7.8353 per share.

6. This option, which became immediately exercisable as a result of the Issuer entering into the merger agreement with Keystone in March 2003, was assumed by KNBT in the merger and replaced with an option to purchase 10,197 shares of KNBT common stock at $4.2704 per share.

7. This option, which became immediately exercisable as a result of the Issuer entering into the merger agreement with Keystone in March 2003, was assumed by KNBT in the merger and replaced with an option to purchase 9,713 shares of KNBT common stock at $5.7786 per share.

8. This option, which became immediately exercisable as a result of the Issuer entering into the merger agreement with Keystone in March 2003, was assumed by KNBT in the merger and replaced with an option to purchase 11,100 shares of KNBT common stock at $6.4405 per share.

	Reid L. Heeren	10/31/2003
	** Signature of Reporting Person	Date
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