Sec Form 4 Filing - NORTHWAY PAUL JOHN @ BAYLAKE CORP - 2013-12-16

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 NORTHWAY PAUL JOHN 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 _____ Officer (give title below) X __ Other (specify below) Former Officer of Baylake (Last) (First) (Middle) 217 N 4TH AVE 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2013 (Street) STURGEON BAY, WI54235-2405 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 12/16/2013 12/16/2013 M 1,674 A $ 4.15 7,185 D Common Stock 12/16/2013 12/16/2013 M 837 A $ 6.2 8,022 D Common Stock 12/17/2013 12/17/2013 S 2,511 D $ 12.5497 5,511 D

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 Option to Purchase $ 4.15 12/16/2013 12/16/2013 X 1,674 ( 1 ) 03/15/2021 Common Stock 1,674 $ 4.15 0 D Option to Purchase $ 6.2 12/16/2013 12/16/2013 X 837 ( 2 ) 04/01/2022 Common Stock 837 $ 6.2 0 D 10% Convertible Promissory Notes due 2017 $ 5 ( 3 ) ( 4 ) 06/30/2017( 5 ) Common Stock 10,000 $ 50,000 I By IRA

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NORTHWAY PAUL JOHN 217 N 4TH AVE STURGEON BAY, WI54235-2405 Former Officer of Baylake Signatures Tasha M. Rass, Attorney-in-fact for Paul J. Northway 12/18/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The aggregate stock options were granted on 3/15/2011 and vested prior to the filer's termination date. The options remained exercisable for ninety (90) days from the date of such termination. ( 2 )The aggregate stock options were granted on 4/1/2012 and vested prior to the filer's termination date. The options remained exercisable for ninety (90) days from the date of such termination. ( 3 )The convertible promissory note is convertible into shares of common stock at a conversion ratio of one share of common stock for each $5.00 in aggregate principal amount held on the record date of the conversion, subject to adjustment for stock dividends, stock-splits, repurchases or reclassifications, as described in the security. ( 4 )The holder of the convertible promissory note may, at the option of the holder, convert up to the full principal amount of the convertible promissory notes into shares of common stock at any time prior to redemption or maturity. On October 1, 2014, up to one-half of the original principal amount of the convertible promissory note will automatically convert into shares of common stock. ( 5 )June 30, 2017, is the stated maturity date of the convertible promissory notes.

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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