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^*

PEDIGO GERALD K

(Last)

(First)

(Middle)

1 PEDCOR SQUARE

770 3RD AVENUE SW

(Street)

CARMEL

46032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIDELITY FEDERAL BANCORP [ FFED ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004

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	03/31/2004		M		55,249	A	$1.81	519,684	I	By Pedcor Bancorp
Common Stock	03/31/2004		M		939,227	A	$1.81	6,379,185	I	By Pedcor Financial, LLC
Common Stock	05/14/2004		M		252,042	A	$1.81	6,631,227	I	By Pedcor Financial, LLC
Common Stock	07/07/2004		S		43,190	D	⁽¹⁾	184,767	D
Common Stock	07/07/2004		S		197,379	D	⁽¹⁾	322,305	I	By Pedcor Bancorp
Common Stock	07/07/2004		P		326,949	D	⁽¹⁾	6,958,176	I	By Pedcor Financial, LLC

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)
Director Stock Option (right to buy)	$4.31							⁽²⁾	05/19/2010	Common Stock	4,800		4,800	D
Common Stock Warrants (right to buy)	$2.5							⁽²⁾	02/28/2012	Common Stock	386,619		386,619	I	By Pedcor Financial, LLC
Common Stock Warrants (right to buy)	$2.5							⁽²⁾	02/28/2012	Common Stock	24,666		24,666	I	By Pedcor Bancorp
Director Stock Option (right to buy)	$4.42							⁽²⁾	05/01/2012	Common Stock	5,000		5,000	D

Explanation of Responses:

1. On July 7, 2004 Bruce Cordingley, Phillip Stoffregen and Gerald Pedigo each transferred 43,190 shares (an aggregate of 129,570 shares) of Fidelity Federal Bancorp stock to Pedcor Financial, LLC in exchange for 110,761 shares (an aggregate of 332,283 shares) of Pedcor Financial, LLC stock, and Pedcor Bancorp transferred 197,379 shares of Fidelity Federal Bancorp stock to Pedcor Financial in exchange for 506,181 shares of Pedcor Financial, LLC stock. The exchanges were performed on the basis of Pedcor Financial, LLC's March 31, 2004 book value of $.62 per share and Fidelity Federal Bancorp's market value of $1.59 per share.

2. Immediately

Remarks:

	/s/ Gerald K. Pedigo	07/09/2004
	** 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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