SC 13G/A 1 p13-0607sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No.3)

Porter Bancorp, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

736233107
(CUSIP Number)

December 31, 2012
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 17 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 736233107

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Page 2 of 17 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.23%
12	TYPE OF REPORTING PERSON PN

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Financial Offshore Investors, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.90%
12	TYPE OF REPORTING PERSON OO

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.23%
12	TYPE OF REPORTING PERSON OO

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital Advisors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
12	TYPE OF REPORTING PERSON IA, PN

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stieven Capital Advisors GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
12	TYPE OF REPORTING PERSON OO

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Joseph A. Stieven
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
12	TYPE OF REPORTING PERSON IN

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Stephen L. Covington
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
12	TYPE OF REPORTING PERSON IN

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Daniel M. Ellefson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock (see Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.10%
12	TYPE OF REPORTING PERSON IN

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Item 1(a).	NAME OF ISSUER

	The name of the issuer is Porter Bancorp, Inc. (the “Company”).

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

	The Company’s principal executive offices are located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223

Item 2(a).

NAME OF PERSON FILING

	This statement is filed by:

	(i)	Stieven Financial Investors, L.P., a Delaware limited partnership (“SFI”), with respect to the shares of Common Stock and warrants beneficially owned by it;

	(ii)	Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock and warrants beneficially owned by it;

	(iii)	Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware (“SFIGP”), as the general partner of SFI, with respect to the shares of Common Stock and warrants beneficially owned by SFI;

	(iv)	Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;

	(v)	Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), which serves as the general partner of SCA, with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;

	(vi)	Joseph A. Stieven (“Mr. Stieven”), as managing member of SCAGP and SFIGP and Chief Executive Officer of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI;

	(vii)	Stephen L. Covington (“Mr. Covington”), as and managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI; and

	(viii)	Daniel M. Ellefson (“Mr. Ellefson”), as managing director of SCA with respect to the shares of Common Stock and warrants beneficially owned by SFI and SFOI.

	The foregoing persons are hereinafter collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

	The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

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Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.

Item 2(c).	CITIZENSHIP

	SFI and SCA are limited partnerships organized under the laws of the State of Delaware. SFOI is a Cayman Islands exempted company. SFIGP and SFAGP are limited liability companies organized under the laws of the State of Delaware. Messrs. Stieven, Covington and Ellefson are citizens of the United States.

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Common Stock, no par value (the “Common Stock”)

Item 2(e).	CUSIP NUMBER

	736233107

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

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(j)

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

Item 4.

OWNERSHIP

A.	Stieven Financial Investors, L.P.
		(a)	Amount beneficially owned: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock
		(b)	Percent of class: 4.23% The percentages used herein and in the rest of Item 4 are calculated based upon (i) the 12,007,127 shares of Common Stock issued and outstanding on October 27, 2012 as reflected in the Form 10-Q filed by the Company on November 13, 2012, and (ii) 194,022 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise or conversion within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other warrant holder of the Company does not exercise or convert herein within 60 days.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock

B.	Stieven Financial Offshore Investors, Ltd.
		(a)	Amount beneficially owned: 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock
		(b)	Percent of class: 0.90%.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 73,592 shares of Common Stock Warrants to purchase 34,239 shares of Common Stock

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C.	Stieven Capital GP, LLC
		(a)	Amount beneficially owned: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock
		(b)	Percent of class: 4.23%.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 321,680 shares of Common Stock Warrants to purchase 194,022 shares of Common Stock

D.	Stieven Capital Advisors, L.P.
		(a)	Amount beneficially owned: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
		(b)	Percent of class: 5.10%.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock

E.	Stieven Capital Advisors GP, LLC
		(a)	Amount beneficially owned: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
		(b)	Percent of class: 5.10%.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock

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F.	Joseph A. Stieven, Stephen L. Covington and Daniel M. Ellefson
		(a)	Amount beneficially owned: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
		(b)	Percent of class: 5.10%.
		(c)	(i)	Sole power to vote or direct the vote: -0-
			(ii)	Shared power to vote or direct the vote: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock
			(iii)	Sole power to dispose or direct the disposition: -0-
			(iv)	Shared power to dispose or direct the disposition of: 395,272 shares of Common Stock Warrants to purchase 228,261 shares of Common Stock

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Not applicable

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP

	Not applicable.

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Item 10.

CERTIFICATION

	Each of the Reporting Persons hereby makes the following certification:

	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2013

STIEVEN FINANCIAL INVESTORS, L.P.

By:	Stieven Capital GP, LLC its general partner

/s/ Joseph A. Stieven
Name:		Joseph A. Stieven
Title:		Managing Member


STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.

/s/ Michelle Wilson-Clarke
Name:		Michelle Wilson-Clarke
Title:		Director


STIEVEN CAPITAL GP, LLC

/s/ Joseph A. Stieven
Name:		Joseph A. Stieven
Title:		Managing Member


STIEVEN CAPITAL ADVISORS, L.P.

By:	Stieven Capital Advisors GP, LLC its general partner

/s/ Joseph A. Stieven
Name:		Joseph A. Stieven
Title:		Managing Member


STIEVEN CAPITAL ADVISORS GP, LLC

/s/ Joseph A. Stieven
Name:		Joseph A. Stieven
Title:		Managing Member

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	JOSEPH A. STIEVEN

	/s/ Joseph A. Stieven
	JOSEPH A. STIEVEN, individually


	STEPHEN L. COVINGTON

	/s/ Stephen L. Covington
	STEPHEN L. COVINGTON, individually


	DANIEL M. ELLEFSON

	/s/ Daniel M. Ellefson
	DANIEL M. ELLEFSON, individually