Current Report Filing (8-k)
21 December 2017 - 11:54PM
Edgar (US Regulatory)
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):
December
18, 2017
PORTER
BANCORP, INC.
(Exact
Name of Registrant as specified in Charter)
Kentucky
|
001-33033
|
61-1142247
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
2500 Eastpoint Parkway, Louisville, Kentucky
|
40223
|
|
(Address of principal executive offices)
|
(Zip code)
|
|
(502)
499-4800
(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:
⃞
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
|
|
Emerging growth company
|
⃞
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
|
⃞
|
Item 8.01 Other Events
On December 18, 2017, two affiliated limited partnerships, Patriot
Financial Partners, L.P. and Patriot Financial Partners, Parallel L.P.
(to whom we refer as the "Patriot Partnerships"), completed the
distribution of shares of Porter Bancorp, Inc. (the “Company”) that the
Patriot Partnerships beneficially owned to their limited partners (the
“Distribution”), who received a total of 1,747,673 of the Company’s
common shares. W. Kirk Wycoff, a general manager of each of the Patriot
Partnerships, is also a director of the Company.
In addition to owning 384,186 of our common shares, the Patriot
Partnerships owned 1,371,600 of our non-voting common shares before the
Distribution. Our non-voting common shares are not listed for trading on
any exchange or trading platform, unlike our common shares, which are
listed on the NASDAQ Capital Market. As a result of the Distribution,
(i) the 1,371,600 non-voting common shares held by the Patriot
Partnerships automatically converted into 1,371,600 voting common
shares, in accordance with the Company’s articles of incorporation, and
(ii) the number of the Company’s common shares outstanding increased
from 4,668,264 to 6,039,864 shares.
The common shares transferred directly by the Patriot Partnerships to
their limited partners in the Distribution, as well as the common shares
issued to the limited partners upon the conversion of the non-voting
common shares, were registered with the Securities and Exchange
Commission. Registration enables the shares distributed to the limited
partners (other than to any limited partners who may be deemed to be
affiliates of the Company) to be free from restrictions on resale. Any
limited partners who are affiliates of the Company may resell the shares
distributed to them in open market transactions in reliance upon Rule
144 under the Securities Act, provided that they conform to the
requirements of that rule.
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PORTER BANCORP, INC.
|
|
|
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Date: December 21, 2017
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By
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/s/ Phillip W. Barnhouse
|
|
|
|
Chief Financial Officer
|
|
|
|
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3
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