SEC FORM 4

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

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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^*

HENDRICKSON LEE W

(Last)

(First)

(Middle)

9672 SUNNY POINTE DR.

(Street)

LAINGSBURG

48848

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITOL BANCORP LTD [ CBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,035.7815	D
Common Stock								1,394	D
Common Stock								1,732.0143	I	ESOP
Common Stock	12/31/2003		A		226	A	⁽¹⁾	226	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$11							12/31/2001	07/01/2007	Common Stock	3,077		3,077	D
Option (right to buy)	$11							12/31/2002	07/01/2007	Common Stock	1,794		1,794	D
Option (right to buy)	$17.42							01/15/2003	07/01/2008	Common Stock	1,822		1,822	D
Option (right to buy)	$17.42							01/15/2003	02/05/2009	Common Stock	6,517		6,517	D
Option (right to buy)	$17.42							01/15/2003	02/15/2010	Common Stock	1,303		1,303	D
Option (right to buy)	$20.89							12/31/2003	12/31/2009	Common Stock	480		480	D
Option (right to buy)	$16.4							03/31/2002	10/31/2007	Common Stock	5,505		5,505	D
Option (right to buy)	$16.4							03/31/2002	11/01/2008	Common Stock	2,202		2,202	D
Option (right to buy)	$16.4							03/31/2002	01/31/2008	Common Stock	734		734	D
Option (right to buy)	$20.9							04/09/2003	05/21/2009	Common Stock	5,253		5,253	D
Option (right to buy)	$20.9							04/09/2003	08/01/2010	Common Stock	1,050		1,050	D
Option (right to buy)	$11							12/31/2003	07/01/2007	Common Stock	1,283		1,283	D

Explanation of Responses:

1. 69 shares were received in exchange for shares of the common stock of Arrowhead Community Bank, 52 shares were received in exchange for shares of the the common stock of Goshen Community Bank, 53 shares were received in exchange for shares of the common stock of Sunrise Bank of Albuquerque, and 52 shares were received in exchange for shares of the common stock of Yuma Community Bank in connection with the business combinations between Capitol Bancorp Ltd. and each of these entities. All of the transactions are exempt pursuant to Rule 16b-3(d) of the Securities Exchange Act, as amended.

Remarks:

	Lee W. Hendrickson	12/31/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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