8-K

UNITED STATES

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) November 16, 2011

QCR Holdings, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  000-22208

Delaware	42-1397595
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

3551 Seventh Street

Moline, Illinois 61265

(Address of principal executive offices, including zip code)

(309) 743-7721

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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))

Item 1.01. Entry into a Material Definitive Agreement.

On November 16, 2011, QCR Holdings, Inc. (the “Company”) entered into a letter agreement (the “Warrant Letter Agreement”) with the United States Department of the Treasury (“Treasury”).  Pursuant to the Warrant Letter Agreement, the Company repurchased from Treasury a warrant to purchase 521,888 shares of the Company’s common stock at an exercise price of $10.99 per share (the “Warrant”), issued to Treasury on February 13, 2009, in connection with the Company’s participation in the TARP Capital Purchase Program.  The Company paid an aggregate purchase price of $1,100,000 for the repurchase of the Warrant, which has been cancelled.  The Warrant Letter Agreement is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 8.01.               Other Events.

On November 16, 2011, the Company issued a press release regarding the repurchase of the Warrant.  The press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01.               Financial Statements and Exhibits.

(d) Exhibits.  The following exhibits are filed herewith:

10.1 Warrant Letter Agreement, dated November 16, 2011, between the Company and Treasury, with respect to the repurchase of the Warrant.

99.1 Press Release, dated November 16, 2011, issued by the Company.

SIGNATURES

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

QCR Holdings, Inc.

Dated:  November 16, 2011 By: /s/ Todd A. Gipple

Todd A. Gipple

Executive Vice President, Chief Operating Officer and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

November 16, 2011

Ladies and Gentlemen:

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

As documented by the Repurchase Letter Agreement, the Company has completed the repurchase from the Investor of all of the Preferred Shares issued to the Investor pursuant to the Securities Purchase Agreement.  Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY

By:   /s/ Timothy G. Massad

Name:    Timothy G. Massad

Title: Assistant Secretary for Financial Stability

COMPANY:  QCR HOLDINGS, INC.

By: /s/ Todd A. Gipple

Name:  Todd A. Gipple

Title:    Executive Vice President,

            Chief Operating Officer, and

            Chief Financial Officer

SCHEDULE A

Company Information:

Name of the Company:   QCR Holdings, Inc.

Corporate or other organizational form of the Company:Corporation

Jurisdiction of organization of the Company:   Delaware

Information related to the Preferred Share Repurchase:

Date of Repurchase Letter Agreement for the repurchase of 38,237 of the Preferred Shares:  September 15, 2011

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice:  November 4, 2011

Aggregate purchase price for the Warrant:  $1,100,000

Investor wire information for payment of purchase price for the Warrant: ABA Number: XXXXXXXXX Bank: XXXXXXXXX Account Name: XXXXXXXXX Account Number: XXXXXXXXX

EX-99.1

EXHIBIT 99.1

QCR Holdings, Inc. Announces Repurchase of Warrant From U.S. Treasury

MOLINE, Ill., Nov. 16, 2011 (GLOBE NEWSWIRE) -- QCR Holdings, Inc. (Nasdaq:QCRH) announced today that the Company has completed the repurchase of the common stock warrant ("Warrant") held by the U.S. Department of Treasury ("Treasury"). The 10-year Warrant was issued on February 13, 2009 as part of the Company's participation in the Treasury's voluntary Capital Purchase Program ("CPP"), and entitled Treasury to purchase 521,888 shares of the Company's common stock at an exercise price of $10.99 per share. The Company paid $1.1 million to Treasury to repurchase the Warrant, and simultaneous with the repurchase the Company cancelled the Warrant.

Transaction Completes Exit from the Capital Purchase Program

On September 15, 2011, concurrent with the Company's participation in the Small Business Lending Fund ("SBLF") and the related investment of $40.1 million in the Company's preferred stock by Treasury, the Company redeemed the $38.2 million of preferred stock that had been issued to Treasury in February 2009 under the CPP.

Douglas M. Hultquist, President and Chief Executive Officer of the Company, commented, "With the redemption of the CPP preferred stock in September, and now the repurchase of the Warrant that had been issued to Treasury under the CPP, we are very pleased to have fully repaid our obligation and conclude our participation in Treasury's Capital Purchase Program."

Mr. Hultquist added, "During our participation in the CPP, from February of 2009 through September of 2011, we paid Treasury a total of $4.9 million in dividends, at the stated dividend rate of 5%. Combined with the $1.1 million Treasury received for the repurchase of the Warrant, Treasury earned a 15.82% total return and a 5.65% annualized return on its $38.2 million preferred stock investment in QCR Holdings."

SBLF an Important Step in Implementing the Company's Long-Term Capital Plan

"We were very pleased to have been approved by Treasury for participation in the SBLF," stated Todd A. Gipple, Executive Vice President, Chief Operating Officer and Chief Financial Officer. "Only 43% of the 933 banks in the country that applied for the SBLF program were approved for participation by Treasury. We believe that this speaks directly to the strength of our Company. In addition to allowing the Company to fully redeem the $38.2 million in CPP capital, the SBLF funds also provided a modest increase to our already strong current level of tier 1 capital. The Company and our subsidiary banks continue to maintain capital at levels well above the minimum requirements administered by the federal regulatory agencies."

Mr. Gipple added, "The SBLF is an important step in implementing our long-term capital plan as it provides us with up to an additional 25 months of preferred capital at an attractive rate of between 1% and 5%. This will provide the Company with additional flexibility in our stated goal of increasing our tangible common equity through improved earnings and the future conversion of our Series E Preferred Stock to common equity, with the ultimate goal of self generating the excess capital required to redeem the SBLF capital in future years without the need for a dilutive common equity raise. The SBLF program also provides the Company with the opportunity to reduce the dividend rate on the preferred shares during the first 10 quarters they are outstanding if we achieve certain levels of growth in our qualified small business lending. Combined with our 38% increase in earnings for the first three quarters of 2011 over 2010 results, the SBLF capital is an important tool in our mission to drive improved value for our shareholders."

QCR Holdings, Inc., headquartered in Moline, Illinois, is a relationship-driven, multi-bank holding company, which serves the Quad City, Cedar Rapids, and Rockford communities through its wholly owned subsidiary banks. Quad City Bank and Trust Company, which is based in Bettendorf, Iowa, and commenced operations in 1994, Cedar Rapids Bank and Trust Company, which is based in Cedar Rapids, Iowa, and commenced operations in 2001, and Rockford Bank and Trust Company, which is based in Rockford, Illinois, and commenced operations in 2005, provide full-service commercial and consumer banking and trust and asset management services. Quad City Bank and Trust Company also engages in commercial leasing through its 80% owned subsidiary, m2 Lease Funds, LLC, based in Milwaukee, Wisconsin.

Special Note Concerning Forward-Looking Statements. This document contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "predict," "suggest," "appear," "plan," "intend," "estimate," "annualize," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of any future terrorist threats and attacks, and the response of the United States to any such threats and attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company's general business, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations to be issued thereunder; (iv) changes in interest rates and prepayment rates of the Company's assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected outcomes of existing or new litigation involving the Company; and (x) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission.

CONTACT:   Todd A. Gipple

Executive Vice President

Chief Operating Officer

Chief Financial Officer

(309) 743-7745