Sec Form 4 Filing - WHALEN WAYNE W @ CENTRUE FINANCIAL CORP - 2012-12-03

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 WHALEN WAYNE W 2. Issuer Name and Ticker or Trading Symbol CENTRUE FINANCIAL CORP [ TRUE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, 155 NORTH WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2012 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 12/01/2012 J( 1 ) 70,737 D $ 0 146,034.5 ( 2 ) I By children and grand children of the reporting persons Common 12/01/2012 J( 1 ) 40,400 D $ 0 105,634.5 ( 2 ) I By Paula Wolff as custodian of UTMA accounts for children of the reporting persons Common 12/03/2012 12/06/2012 S 1,000 D $ 0.35 104,634.5 ( 2 ) I By family foundation of which the Reporting Persons are trustees on the board of trustees

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WHALEN WAYNE W SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 NORTH WACKER DRIVE CHICAGO, IL60606 X WOLFF PAULA SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 NORTH WACKER DRIVE CHICAGO, IL60606 X Signatures /s/ Wayne W. Whalen 12/10/2012 Signature of Reporting Person Date /s/ Paula Wolff 12/10/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons disclaim pecuniary interest in and shall no longer be deemed to indirectly own the following: 70,737 shares of common stock of the issuer held by children or grand children of the Reporting Persons; and 40,400 shares of common stock of the issuer held by Paula Wolff as custodian of UTMA accounts for children of the Reporting Persons. ( 2 )The Reporting Persons directly own 621,888 shares of common stock of the issuer. Additionally, following the reported transaction, the Reporting Persons may be deemed to indirectly own the following: 54,750 shares of common stock of the issuer held by WPW Associates, L.P., of which the Reporting Persons are general partners; and 1,381 shares of convertible preferred stock of the issuer held by WPW Associates, L.P. of which the Reporting Persons are general partners and which are convertible into 49,884.5 shares of common stock of the issuer.

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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