Bank Mutual (BKMU) Form 4 BANK MUTUAL / MARK C HERR ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HERR MARK C

(Last) (First) (Middle)

BANK MUTUAL CORPORATION

4949 W. BROWN DEER RD.

(Street)

MILWAUKEE WI 53223

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BANK MUTUAL CORP [ BKMU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								28,586	I	In trust(1)
Common Stock	01/19/2016		A		1,800	A	(2)	14,083	D
Common Stock								6,427	I	In trust(3)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Options to buy	$5.05							(4)	01/18/2021	Common Stock	15,000		15,000	D
Options to buy	$3.39							(5)	01/17/2022	Common Stock	15,000		15,000	D
Options to buy	$4.82							(6)	01/22/2023	Common Stock	11,000		11,000	D
Options to buy	$7.17							(7)	01/21/2024	Common Stock	7,500		7,500	D

Explanation of Responses:

1. As trustee of the Herr-Huebner Revocable Trust.

2. Restricted stock grant under the 2014 Incentive Compensation Plan. The shares (1,800 shares in the original grant) vest in annual installments of 33% each beginning January 19, 2017.

3. As trustee of the Mark Herr & Sarah Herr Revocable Living Trust.

4. Directors Stock Option. The option is fully vested.

5. Stock options granted under the 2004 Stock Incentive Plan. The options (15,000 in the original grant) vest in annual installments of 20% each beginning January 17, 2013.

6. Stock options granted under the 2004 Stock Incentive Plan. The options (11,000 in the original grant) vest in annual installments of 20% each beginning January 22, 2014.

7. Stock options granted under the 2004 Stock Incentive Plan. The options (7,500 in the original grant) vest in annual installments of 20% each beginning January 21, 2015.

Remarks:

	/s/Michael W. Dosland POA for Mark C. Herr	01/20/2016
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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