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 16, 2016


PORTER BANCORP, INC.
(Exact Name of Registrant as specified in Charter)


Kentucky
 
001-33033
 
61-1142247
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
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))
 
 
 
Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

An amendment to the articles of incorporation of Porter Bancorp, Inc. (the “Company”) to implement a 1-for-5 reverse stock split of the Company’s issued and outstanding Common Shares and Non-Voting Common Shares (“Reverse Stock Split”) took effect at 5:00 p.m. eastern time on Friday, December 16, 2016.  At that time:

·
Each Common Share issued and outstanding immediately before the effective time was automatically changed into one-fifth of a Common Share ("Post-Split Common Share");
·
Each Non-Voting Common Share issued and outstanding immediately before the Effective Time was automatically changed into one-fifth of a Non-Voting Common Share ("Post-Split Non-Voting Common Share"); and
·
Any fractional share resulting from those changes was rounded up to one whole Post-Split Common Share, or one whole Post-Split Non-Voting Common Share, as applicable.

The following table shows the number of the Company’s Common Shares and Non-Voting Common Shares issued and outstanding immediately before and after the Reverse Stock Split.

   
Issued and Outstanding
Before Reverse Stock Split
 
Issued and Outstanding
After Reverse Stock Split
         
Common Shares
 
23,156,969
 
4,632,933
Non-Voting Common Shares
 
7,958,000
 
1,591,600

The Reverse Stock Split did not change the number of Common Shares and Non-Voting Common Shares the Company is authorized to issue.  The Company is currently authorized to issue 28,000,000 Common Shares and 10,000,000 Non-Voting Common Shares.  Shareholders have previously authorized our Board of Directors to increase the number of Common Shares and Non-Voting Common Shares the Company is authorized to issue without further shareholder approval to up to 86,000,000 Common Shares and 34,380,437 Non-Voting Common Shares.


Item 9.01       Financial Statements and Exhibits.
 
Exhibit
 
Description
     
3.1
 
Articles of Amendment to the Articles of Incorporation of Porter Bancorp, Inc.
 

 

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 thereunto duly authorized.

 
PORTER BANCORP, INC.
 
 
 
Date: December 21, 2016
By
 /s/ John T. Taylor
 
 
John T. Taylor
 
 
Chairman and Chief Executive Officer


2
Exhibit 3.1
 
0239852.09
amcray
AMD
Alison Lundergan Grimes
Kentucky Secretary of State
Received and Filed:
12/6/2016
Fee receipt: $40.00

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PORTER BANCORP, INC.
1.                   The name of the Corporation is Porter Bancorp, Inc.
2.                   This Amendment effects a 1-for-5 reverse stock split of the Corporation’s Common Shares and Non-Voting Common Shares (the “Reverse Stock Split”) that shall take effect at 5:00 p.m. on Friday, December 16, 2016 (the "Effective Time").
3.   The Reverse Stock Split shall be implemented in the following manner.
 
a.
Each of the Corporation's Common Shares issued and outstanding immediately before the Effective Time will be automatically changed into one-fifth of a Common Share ("Post-Split Common Share") at the Effective Time;
 
b.
Each of the Corporation's Non-Voting Common Shares issued and outstanding immediately before the Effective Time will be automatically changed into one-fifth of a Non-Voting Common Share ("Post-Split Non-Voting Common Share") at the Effective Time; and

c.
Any fractional share resulting from that change will be rounded up to one additional whole Post-Split Common Share, or Post-Split Non-Voting Common Share, as the case may be.

4.                   The Reverse Stock Split was approved by the holders of the Common Shares at the Corporation's 2016 Annual Meeting of Shareholders (the "2016 Annual Meeting") on May 25, 2016.  A total of 20,086,177 outstanding Common Shares were entitled to vote on the Reverse Stock Split.  Of the 18,304,969 Common Shares indisputably represented at the 2016 Annual Meeting, 15,863,586 Common Shares were cast in favor of, and 2,084,527 Common Shares were cast against, the Reverse Stock Split, with 356,856 Common Shares abstaining.
5.                   The Reverse Stock Split was approved by unanimous written consent of the holders of Non-Voting Common Shares on November 30, 2016.
6.                   Except for implementing the foregoing Reverse Stock Split, this Amendment does not otherwise amend the Corporation’s Articles of Incorporation.
IN WITNESS WHEREOF, I have signed this certificate on December 1st, 2016.
 
 
/s/John T. Taylor
 
John T. Taylor, Chief Executive Officer