Sec Form 4 Filing - Massey Richard N @ BEAR STATE FINANCIAL, INC. - 2018-04-20

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 Massey Richard N 2. Issuer Name and Ticker or Trading Symbol BEAR STATE FINANCIAL, INC. [ BSF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 900 S. SHACKLEFORD ROAD, SUITE 605 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2018 (Street) LITTLE ROCK, AR72211 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 04/11/2018 G V 10,000 D $ 0 551,663 D Common Stock 04/20/2018 U 551,663 D $ 10.28 ( 1 ) 0 D Common Stock 04/20/2018 U 15,095,785 D $ 10.28 ( 1 ) 0 I By Bear State Financial Holdings, LLC

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 Restricted Stock Units ( 2 ) 04/20/2018 U 856 ( 3 ) ( 3 ) Common Stock 856 $ 10.28 0 D Warrant (right to buy) $ 7.11 04/20/2018 U 39,381 ( 4 ) 08/13/2018 Common Stock 39,381 $ 3.17 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Massey Richard N 900 S. SHACKLEFORD ROAD SUITE 605 LITTLE ROCK, AR72211 X X Signatures /s/ RICHARD N. MASSEY By: Sherri R. Billings, Attorney-In-Fact 04/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Reorganization (the "merger agreement"), dated as of August 22, 2017, by and among Bear State Financial, Inc. (Bear State), Bear State Bank, Arvest Bank and Arvest Acquisition Sub, Inc., shares of Bear State common stock were converted into the right to receive $10.28 cash per share, without interest. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Company common stock. ( 3 )Pursuant to the terms of the merger agreement, at the effective time of the merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to $10.28 per unit. ( 4 )Pursuant to the terms of the merger agreement, at the effective time of the merger, this warrant to purchase common stock was cancelled and converted into the right to receive a cash payment equal to the aggregate number of shares of Bear State Common Stock subject to such warrant multiplied by the difference of $10.28 and the exercise price of such warrant.

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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