Sec Form 4 Filing - EGGEMEYER JOHN M III @ Bancorp, Inc. - 2019-02-11

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) _____ Other (specify below) (Last) (First) (Middle) C/O CASTLE CREEK ADVISORS IV LLC, 6051 EL TORDO, PO BOX 1329 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2019 (Street) RANCHO SANTA FE, CA92067 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 02/11/2019 A 7,500 ( 1 ) A 30,000 I See Foonote ( 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 JO HN M III C/O CASTLE CREEK ADVISORS IV LLC 6051 EL TORDO, PO BOX 1329 RANCHO SANTA FE, CA92067 X Signatures /s/ John M. Eggemeyer 02/12/2019 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. ("Common Stock"), were issued to Castle Creek Advisors IV LLC ("Advisors IV"), on behalf of John M. Eggemeyer in his capacity as a member of the Board of Directors of The Bancorp, Inc. on February 11, 2019 and will become fully vested on February 11, 2020. ( 2 )These securities, which include (i) 15,000 shares of Common Stock and (ii) an additional 7,500 restricted stock units (which represent the right to receive one share of Common Stock and are scheduled to become fully vested on May 16, 2019), in each case previously issued to Advisors IV on behalf of John M. Eggemeyer in his capacity as a member of the Board of Directors of The Bancorp, Inc., are held directly by Advisors IV. The reporting person disclaims beneficial ownership of all of the securities held by Advisors IV, except to the extent of his respective pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks: The reporting person is a managing principal of Castle Creek Capital VI LLC, the sole general partner of Castle Creek Capital Partners VI, LP ("Fund VI"). As of February 12, 2019, Fund VI owned 3,576,598 shares of the Issuer's common stock (the "Fund VI Shares"). The reporting person disclaims beneficial ownership of the Fund VI Shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the Fund VI Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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

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