Sec Form 4 Filing - McInnis Matthew W @ BNC BANCORP - 2016-11-01

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 McInnis Matthew W 2. Issuer Name and Ticker or Trading Symbol BNC BANCORP [ BNCN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3980 PREMIER DRIVE-SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (Street) HIGH POINT, NC27265 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 11/01/2016 A 19,117 ( 1 ) A 19,117 D Common Stock 11/01/2016 A 59,965 ( 1 ) A 59,965 I As Co-Special Trustee of the Robert H. McInnis Spouse's Trust Common Stock 11/01/2016 A 18,594 ( 1 ) A 18,594 I As Co-Special Trustee of the Robert H. McInnis Family Trust Common Stock 11/01/2016 A 103,794 ( 1 ) A 103,794 I As Co-Special Trustee of the Lynn W. McInnis GST Exempt Trust Common Stock 11/01/2016 A 472,846 ( 1 ) A 472,846 I As Co-Special Trustee of the Lynn W. McInnis GST Non-Exempt Trust Common Stock 11/01/2016 A 81,601 ( 1 ) A 81,601 I As Co-Special Trustee of the E. Thad McInnis Irrevocable Trust Common Stock 11/01/2016 A 110,255 ( 1 ) A 110,255 I Co-Special Trustee 2015Marcella McInnis McGee IrrevocableGST Trust fbo Matthew W McInnis &Descendant Common Stock 11/01/2016 A 841,811 ( 1 ) A 841,811 I As Co-Special Trustee of the Elizabeth M Nooe Marital Trust Common Stock 11/01/2016 A 308,478 ( 1 ) A 308,478 I As Co-Special Trustee of the Elizabeth M Nooe Family Trust

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 McInnis Matthew W 3980 PREMIER DRIVE-SUITE 210 HIGH POINT, NC27265 X Signatures /s/Drema A Michael by Power of Attorney 11/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of 11/13/15(the "Merger Agreement")by and between High Point Bank Corporation("HPTB")and the Issuer, and subject to the allocation and proration procedures set forth therin, each share of HPTB common stock converted into the right to receive, at the election of each shareholder;(a)cash in the amount of $300.00 per share(b)12.2412 shares of Issuer common stock or(c)a combination of Issuer common stock and cash, using the same $300.00 per share cash price and 12.2412 exchange ratio, prorated to 30%cash and 70%Issuer common stock,with fractional shares paid in cash. At this time, the final merger consideration proration results for the Reporting Person's HPTB shares are not available. The Reporting Person undertakes to amend this report if the number of shares resulting from the final allocation and proration calculation differs materially from the estimated number of shares of Issuer common stock reported as beneficially owned herein ( 2 )Received in exchange for shares of HPTB common stock, pursuant to the Merger Agreement. Subject to the election and allocation procedures set forth in the Merger Agreement, each share of HPTB common stock was converted into the right to receive 12.2412 shares of Issuer common stock. The closing price of the Issuer's common stock on the effective date of the merger was $24.45 per share.

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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