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 OF SECURITIES 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 * Layer Matthew Palmer   2. Issuer Name and Ticker or Trading Symbol LCNB CORP [LCNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Exec. Vice President (Last) (First) (Middle) 8168 MORROW ROSSBURG ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/26/2009 (Street) MORROW, OH 45152 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 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

Employee Stock Option (right to buy)

$ 9

01/26/2009

A

2,333

01/26/2010(1)

01/26/2019

LCNB Corp. Common Stock

2,333

$ 0

2,333

D

Employee Stock Option (right to buy)

$ 11.5

02/22/2010

A

1,857

02/22/2011(2)

02/22/2020

LCNB Corp. Common Stock

1,857

$ 0

1,857

D

Employee Stock Option (right to buy)

$ 11.85

02/02/2011

A

2,333

02/02/2012(3)

02/02/2021

LCNB Corp. Common Stock

2,333

$ 0

2,333

D

Employee Stock Option (right to buy)

$ 12.6

02/13/2012

A

1,538

02/13/2013(4)

02/13/2022

LCNB Corp. Common Stock

1,538

$ 0

1,538

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Layer Matthew Palmer 8168 MORROW ROSSBURG ROAD MORROW, OH 45152			Exec. Vice President

Signatures

Matthew P. Layer by Robert C. Haines II, POA		06/18/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The option vests in five equal installments beginning on 1/26/2010
(2)	The option vests in five equal installments beginning on 2/22/2011
(3)	The option vests in five equal installments beginning on 2/2/2012
(4)	The option vests in five equal installments beginning on 2/13/2013

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