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)
02/28/2005

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	02/28/2005		J		682	D	$1.85	642,500⁽¹⁾	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)	$51.72⁽²⁾							⁽³⁾	05/19/2010	Common Stock	400		400	D
Common Stock Warrants (right to buy)	$30⁽⁴⁾							⁽³⁾	02/28/2012	Common Stock	32,218.25		32,218.25	I	By Pedcor Financial, LLC
Common Stock Warrants (right to buy)	$30⁽⁵⁾							⁽³⁾	02/28/2012	Common Stock	2,055.5		2,055.5	I	By Pedcor Bancorp
Director Stock Option (right to buy)	$53.04⁽⁶⁾							⁽³⁾	05/01/2012	Common Stock	416.67		416.67	D

Explanation of Responses:

1. On February 28, 2005, the Issuer effected a 1 for 30,000 reverse stock split of its common stock. No fractional shares of common stock were issued as a result of the reverse stock split. In lieu thereof the Issuer cashed out each share of common stock that otherwise would have become a fractional share for a cash amount equal to $1.85 per each pre-reverse split share. Subsequently, the Issuer effected a 2,500 for 1 forward stock split.

2. This Stock Option was previously reported as covering 4,800 shares of common stock of the Issuer at a price of $4.31 per share. It has been adjusted to give effect to the Issuer's reverse stock split and forward stock split.

3. Immediately

4. This Warrant was previously reported as covering 386,619 shares of common stock of the Issuer at a price of $2.5 per share. It has been adjusted to give effect to the Issuer's reverse stock split and forward stock split.

5. This Warrant was previously reported as covering 24,666 shares of common stock of the Issuer at a price of $2.5 per share. It has been adjusted to give effect to the Issuer's reverse stock split and forward stock split.

6. This Stock Option was previously reported as covering 5,000 shares of common stock of the Issuer at a price of $4.42 per share. It has been adjusted to give effect to the Issuer's reverse stock split and forward stock split.

Remarks:

	/s/ Gerald K. Pedigo by Bruce A. Cordingley, Attorney-in-fact	03/02/2005
	** 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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