Sec Form 3 Filing - Porter J Chester @ CITIZENS FIRST CORP - 2009-10-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Porter J Chester
2. Issuer Name and Ticker or Trading Symbol
CITIZENS FIRST CORP [ CZFC]
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)
C/O PORTER BANCORP, INC., 2500 EASTPOINT PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
10/14/2009
(Street)
LOUISVILLE, KY40223
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, no par value 31,000 I Owned by Porter Bancorp, Inc. ( 1 )
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
Options to purchase Common Stock ( 1 ) $ 9 ( 2 ) 07/29/2010 Common Stock 311,603 I Owned by Porter Bancorp, Inc. ( 1 )
6.5% Cumulative Convertible Preferred Stock ( 3 ) 07/16/2007( 3 ) ( 3 ) Common Stock 50,058.6 ( 3 ) I Owned by Porter Bancorp, Inc. ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Porter J Chester
C/O PORTER BANCORP, INC.
2500 EASTPOINT PARKWAY
LOUISVILLE, KY40223
X
Signatures
/s/ C. Bradford Harris, Attorney in Fact for J. Chester Porter 10/26/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Porter is Chairman of the Board and General Counsel of Porter Bancorp, Inc. ("Porter"), and is the beneficial owner of 35.0% of Porter's common stock.
( 2 )Exercise of the options by Porter is subject to regulatory approval of ownership of more than 5% of the Issuer's Common Stock by the Kentucky Department of Financial Institutions and the Board of Governors of the Federal Reserve.
( 3 )The 22 shares of Cumulative Convertible Preferred stock, $31,992 stated value per share, are convertible at the holder's election into Common Stock at $14.06 per share and there is no expiration date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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