Sec Form 4 Filing - Stoudt Mark @ Ottawa Bancorp Inc - 2016-10-11

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 Stoudt Mark 2. Issuer Name and Ticker or Trading Symbol Ottawa Bancorp Inc [ OTTW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Lending Officer (Last) (First) (Middle) 925 LASALLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2016 (Street) OTTAWA, IL61350 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 10/11/2016 J( 1 ) 1,285 A $ 0 1,285 D Common Stock 10/11/2016 P 3,500 A $ 10 3,500 I By 401(k) Plan Common Stock 10/11/2016 J( 1 ) 115 A $ 0 3,615 I By 401(k) Plan Common Stock 10/11/2016 J( 1 ) 3,999 A $ 0 3,999 I By ESOP

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: Dir ect (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 Stock Option (Right to Buy) $ 8.31 ( 2 ) 10/11/2016 J( 2 ) 6,498 12/15/2008( 3 ) 12/15/2018 Common Stock 6,498 $ 8.31 6,498 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stoudt Mark 925 LASALLE STREET OTTAWA, IL61350 Chief Lending Officer Signatures Edward G. Olifer, Power of Attorney 10/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Plan of Conversion and Reorganization, each share of Ottawa Savings Bancorp, Inc. common stock was exchanged for 1.1921 shares of Ottawa Bancorp, Inc. common stock, rounded down to the nearest whole share. ( 2 )Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Ottawa Savings Bancorp, Inc. was converted into an option to purchase 1.1921 shares of Ottawa Bancorp, Inc. common stock, rounded down to the nearest whole share. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.1921 exchange ratio, with such quotient rounded to the nearest whole cent. All such options continue to vest according to their original terms. ( 3 )Options are fully vested and exercisable.

Remarks: stoudt-poa.txt

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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