Kevin L LaLuzerne Form 4 BAYLAKE / Kevin L LaLuzerne 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^*

LaLuzerne Kevin L

(Last) (First) (Middle)

217 N. 4TH AVE.

(Street)

STURGEON BAY WI 54235

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BAYLAKE CORP [ BYLK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

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	12/14/2015		M		5,124	A	$4.15	18,930	D
Common Stock	12/14/2015		S		5,124	D	$14.65	13,806	D
Restricted Stock Units								1,707(1)	D
Restricted Stock Units								3,415(2)	D
Restricted Stock Units								2,362(3)	D
Restricted Stock Units								1,093(4)	D
Restricted Stock Units								2,333(5)	D
Common Stock								4,160	I	By IRA
Common Stock								4,535	I	By ESPP
Common Stock								10,000	I	By Baylake Bank 401K Plan FBO Kevin LaLuzerne

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
Stock Option	$4.15	12/14/2015		M			5,124	(6)	03/15/2021	Common Stock	5,124	$0	3,415	D
Stock Option	$6.2							(7)	04/01/2022	Common Stock	8,539		8,539	D
Stock Option	$9.5							(8)	03/19/2023	Common Stock	4,833		4,833	D
Stock Option	$13.9							(9)	03/18/2024	Common Stock	5,828		5,828	D
Stock Option	$12.52							(10)	03/17/2025	Common Stock	5,380		5,380	D

Explanation of Responses:

1. The aggregate restricted stock units were granted on 3/15/11and 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 4/1/12 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 3/19/13 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 restricted stock units were granted on 3/18/14 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.

5. The aggregate restricted stock units were granted on 3/17/15 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.

6. The aggregate stock options were granted on 3/15/11 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 aggregate stock options were granted on 4/1/12 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.

8. The aggregate stock options were granted on 3/19/13 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.

9. The aggregate stock options were granted on 3/18/14 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.

10. The aggregate stock options were granted on 3/17/15 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.

Remarks:

	Susan M. Lohrey , Attorney-in-Fact for Kevin L. LaLuzerne	12/14/2015
	** 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).
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