Edgar Filing: LCNB CORP

OMB Approval


	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933				OMB APPROVAL
					OMB Number: 3235-0101 Expires: February 28, 2014 Estimated average burden hours per response 2.00
					SEC USE ONLY
					DOCUMENT SEQUENCE NO.
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.					CUSIP NUMBER
1(a) NAME OF ISSUER (Please type or print) LCNB Corp.			(b) IRS IDENT. NO 31-1626393	(c) S.E.C. FILE NO. 0-26121	WORK LOCATION
1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP 2 North Broadway Lebanon Ohio 45036					(e) TELEPHONE NO.
					AREA CODE 513	NUMBER 932-1414
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD Matthew P. Layer		(b) RELATIONSHIP TO ISSUER Officer	(c) ADDRESS STREET CITY STATE ZIP CODE 2 North Broadway Lebanon Ohio 45036

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3(a)

Title of the

Class of

Securities To Be Sold

(b)

Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

(d)

Aggregate

Market

Value

(See instr. 3(d))

(e)

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

(f)

Approximate

Date of Sale

(See instr. 3(f))

(MO. DAY YR.)

(g)

Name of Each

Securities

Exchange

(See instr. 3(g))

Broker-Dealer

File Number

Common Stock

LPL Financial

9785 Towne Centre Dr.

San Diego, CA 92121

2,220

$51,259.80*

7,633,679

(as of July 11, 2013)

NASDAQ CM

INSTRUCTIONS:

1. (a) Name of issuer

(b) Issuer’s I.R.S. Identification Number

(d) Issuer’s address, including zip code

(e) Issuer’s telephone number, including area code

2. (a) Name of person for whose account the securities are to be sold

(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

3. (a) Title of the class of securities to be sold

(b) Name and address of each broker through whom the securities are intended to be sold

(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice

(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f) Approximate date on which the securities are to be sold

(g) Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I - SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any of the purchase price or other consideration therefor:

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(if gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

Common Stock

Exercise of Stock Options

LCNB Corp.

2,220

Cash

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.


TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds

REMARKS:

* Estimated based on the fair market value at market close on 7/12/2013 of $23.09/share.

** These control securities, registered on Form S-8, will be acquired upon the proposed exercise of stock options for 2,220 shares and sold on the same day and processed by the Issuer’s stock option plan administrator.


INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.			ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
	07/24/2013			/s/ Matthew P. Layer
	DATE OF NOTICE			(SIGNATURE)
	DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1	The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (02-08)