Sec Form 4 Filing - EGGEMEYER JOHN M III @ Bancorp, Inc. - 2017-02-03

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 EGGEMEYER JOHN M III 2. Issuer Name and Ticker or Trading Symbol Bancorp, Inc. [ TBBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O CASTLE CREEK CAPITAL LLC, 6051 EL TORDO 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2017 (Street) RANCHO SANTA FE, CA92067 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 Stock 02/03/2017 A 15,000 A $ 0 15,000 I See Footnote ( 1 ) Common Stock 2,707,898 I See Footnote ( 2 )

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 EGGEMEYER JOHN M III C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks Castle Creek Capital Partners VI, LP C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks Castle Creek Capital VI LLC C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks THOMAS J MIKESELL C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks MERLO MARK G C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks Pietrzak John C/O CASTLE CREEK CAPITAL LLC 6051 EL TORDO RANCHO SANTA FE, CA92067 X See Remarks Signatures CASTLE CREEK CAPITAL PARTNERS VI, LP, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 02/07/2017 Signature of Reporting Person Date CASTLE CREEK CAPITAL VI LLC, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer, Title: President 02/07/2017 Signature of Reporting Person Date JOHN M. EGGEMEYER, By: /s/ John M. Eggemeyer, Name: John M. Eggemeyer 02/07/2017 Signature of Reporting Person Date J. MIKESELL THOMAS, By: /s/ J. Mikesell Thomas, Name: J. Mikesell Thomas 02/07/2017 Signature of Reporting Person Date MARK G. MERLO, By: /s/ Mark G. Merlo, Name: Mark G. Merlo 02/07/2017 Signature of Reporting Person Date JOHN T. PIETRZAK, By: /s/ John T. Pietrzak, Name: John T. Pietrzak 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units, each of which represents the right to receive one share of common stock of The Bancorp, Inc., were issued to Castle Creek Advisors IV LLC, on behalf of John M. Eggemeyer in his capacity as a member of the Board of Directors of The Bancorp, Inc., and vest in three equal annual installments beginning on February 3, 2018. ( 2 )These securities are directly held by Castle Creek Capital Partners VI, LP ("Fund VI"). Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak are managing principals of Castle Creek Capital VI LLC, the sole general partner of Fund VI. Castle Creek Capital VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, and Mr. Pietrzak each disclaim beneficial ownership of these shares of Common Stock, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that Castle Creek Capital Partners VI LLC, Mr. Eggemeyer, Mr. Thomas, Mr. Merlo, or Mr. Pietrzak is the beneficial owner of such shares of Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: John M. Eggemeyer, a managing principal of Castle Creek Capital VI, LLC, serves on the Issuer's board of directors (the "Board") as a representative of Castle Creek Capital Partners VI, LP ("Fund VI"), pursuant to Fund VI's contractual right to nominate a representative to the Board. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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