Sec Form 4 Filing - LaLuzerne Kevin L @ BAYLAKE CORP - 2015-12-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LaLuzerne Kevin L 2. Issuer Name and Ticker or Trading Symbol BAYLAKE CORP [ BYLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 217 N. 4TH AVE. 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2015 (Street) STURGEON BAY, WI54235 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/14/2015 M 5,124 A $ 4.15 18,930 D Common Stock 12/14/2015 S 5,124 D $ 14.65 13,806 D Restricted Stock Units 1,707 ( 1 ) D Restricted Stock Units 3,415 ( 2 ) D Restricted Stock Units 2,362 ( 3 ) D Restricted Stock Units 1,093 ( 4 ) D Restricted Stock Units 2,333 ( 5 ) D Common Stock 4,160 I By IRA Common Stock 4,535 I By ESPP Common Stock 10,000 I By Baylake Bank 401K Plan FBO Kevin LaLuzerne

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 4.15 12/14/2015 M 5,124 ( 6 ) 03/15/2021 Common Stock 5,124 $ 0 3,415 D Stock Option $ 6.2 ( 7 ) 04/01/2022 Common Stock 8,539 8,539 D Stock Option $ 9.5 ( 8 ) 03/19/2023 Common Stock 4,833 4,833 D Stock Option $ 13.9 ( 9 ) 03/18/2024 Common Stock 5,828 5,828 D Stock Option $ 12.52 ( 10 ) 03/17/2025 Common Stock 5,380 5,380 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LaLuzerne Kevin L 217 N. 4TH AVE. STURGEON BAY, WI54235 Chief Financial Officer Signatures Susan M. Lohrey , Attorney-in-Fact for Kevin L. LaLuzerne 12/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The aggregate restricted stock units were granted on 3/15/11and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. ( 2 )The aggregate restricted stock units were granted on 4/1/12 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. ( 3 )The aggregate restricted stock units were granted on 3/19/13 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. ( 4 )The aggregate restricted stock units were granted on 3/18/14 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. ( 5 )The aggregate restricted stock units were granted on 3/17/15 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder. ( 6 )The aggregate stock options were granted on 3/15/11 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. ( 7 )The aggregate stock options were granted on 4/1/12 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. ( 8 )The aggregate stock options were granted on 3/19/13 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. ( 9 )The aggregate stock options were granted on 3/18/14 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder. ( 10 )The aggregate stock options were granted on 3/17/15 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.

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).

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