Sec Form 4 Filing - CERA ROBERT J @ BAYLAKE CORP - 2013-12-06

Insider filing report for Changes in Beneficial Ownership
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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
CERA ROBERT J
2. Issuer Name and Ticker or Trading Symbol
BAYLAKE CORP [ BYLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
217 NORTH FOURTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2013
(Street)
STURGEON BAY, WI54235-2405
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 12/06/2013 12/06/2013 S 1,600 D $ 11.54 20,379 D
Common Stock 20,350 I By IRA
Common Stock 1,537.2706 I By ESPP
Restricted Stock Units 13,377 ( 1 ) D
Restricted Stock Units 17,836 ( 2 ) D
Restricted Stock Units 10,658 ( 3 ) D
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
Stock Options $ 4.15 ( 4 ) 03/15/2021 Common Stock 17,836 17,836 D
Stock Options $ 6.2 ( 5 ) 04/01/2022 Common Stock 22,296 22,296 D
Stock Options $ 9.5 ( 6 ) 03/19/2023 Common Stock 13,081 13,081 D
10% Convertible Promissory Notes due 2017 $ 5 ( 7 ) ( 8 ) 06/30/2017( 9 ) Common Stock 10,000 $ 50,000 I By IRA
10% Convertible Promissory Notes due 2017 $ 5 ( 7 ) ( 8 ) 06/30/2017( 9 ) Common Stock 15,000 $ 75,000 I By 401K
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CERA ROBERT J
217 NORTH FOURTH AVENUE
STURGEON BAY, WI54235-2405
X Chief Executive Officer
Signatures
Tasha M. Rass, Attorney-in-fact for Robert J. Cera 12/10/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The aggregate restricted stock units were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
( 2 )The aggregate restricted stock units were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
( 3 )The aggregate restricted stock units were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the restricted stock units are converted into shares of common stock under direct ownership of the holder.
( 4 )The aggregate stock options were granted on 3/15/2011 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
( 5 )The aggregate stock options were granted on 4/1/2012 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
( 6 )The aggregate stock options were granted on 3/19/2013 and vest annually pro rata over a five year period on the first through fifth anniversaries of the grant date. Upon the vesting date, the stock options are convertible into shares of common stock at the discretion of the holder.
( 7 )The convertible promissory note is convertible into shares of common stock at a conversion ratio of one share of common stock for each $5.00 in aggregate principal amount held on the record date of the conversion, subject to adjustment for stock dividends, stock-splits, repurchases or reclassifications, as described in the security.
( 8 )The holder of the convertible promissory note may, at the option of the holder, convert up to the full principal amount of the convertible promissory notes into shares of common stock at any time prior to redemption or maturity. On October 1, 2014, up to one-half of the original principal amount of the convertible promissory note will automatically convert into shares of common stock.
( 9 )June 30, 2017, is the stated maturity date of the convertible promissory notes.

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