W Clyde Shepherd Iii Form 5 FIDELITY SOUTHERN / W CLYDE SHEPHERD III ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHEPHERD W CLYDE III

(Last) (First) (Middle)

3490 PIEDMONT ROAD

SUITE 1550

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIDELITY SOUTHERN CORP [ LION ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Fidelity Southern Corporation - Common Stock	12/31/2018		J	997.8949	A	$0(1)	322,327.4419	D
Fidelity Southern Corporation - Common Stock							2,078	I	By Child - Wm Clyde S Shepherd
Fidelity Southern Corporation - Common Stock							39,998	I	By Family Foundation
Fidelity Southern Corporation - Common Stock							5,784	I	By Family Partnership

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$17.87						01/21/2017(2)	01/21/2021	Fidelity Southern Corporation - Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$22.91						01/19/2018(3)	01/19/2022	Fidelity Southern Corporation - Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$23.75						01/18/2019(4)	01/18/2023	Fidelity Southern Corporation - Common Stock	10,000		10,000	D
Stock Option (Right to Buy)	$16.82(5)						03/19/2016	03/19/2020	Fidelity Southern Corporation - Common Stock	10,000		10,000	D

Explanation of Responses:

1. Reinvested cash dividends received in the reporting year.

2. Exercisable: 1/3 on 1/21/2017; 1/3 on 1/21/2018; 1/3 on 1/21/2019

3. Exercisable 1/3 on 1/19/2018, 1/3 on 1/19/2019, 1/3 on 1/19/2020

4. Exercisable 1/3 on 1/18/2019, 1/3 on 1/18/2020, 1/3 on 1/18/2021

5. Exercisable: 1/3 on 3/19/16, 1/3 on 3/19/17, 1/3 on 3/19/18

	Elna Kolarich, Attorney in Fact for W. Clyde Shepherd III	02/14/2019
	** 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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