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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(Print or Type Responses)

1. Name and Address of Reporting Person * Ostenso Jeff Wayne   2. Issuer Name and Ticker or Trading Symbol ANNAPOLIS BANCORP INC [ANNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director of Subsidiary Bank(1) (Last) (First) (Middle) 3439 HIDDEN RIVER VIEW ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2012 (Street) ANNAPOLIS, MD 21403 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 Common Stock (1) 01/27/2012   A   0 (2) A $ 0 5,884 (3) D

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ostenso Jeff Wayne 3439 HIDDEN RIVER VIEW ROAD ANNAPOLIS, MD 21403				Director of Subsidiary Bank(1)

Signatures

/s/ MARGARET THEISS FAISON by Power of Attorney for Jeff Wayne Ostenso		01/27/2012
**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)	Reporting person subject to Section 16 electronic reporting due to decision making role at the Annapolis Bancorp, Inc. subsidiary level (BankAnnapolis).
(2)	Restricted share units granted under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan valued at $5,000 that will vest on January 25, 2013. The number of shares of Annapolis Bancorp, Inc. common stock acquired by the Reporting Person will be based on $5,000 value divided by the per share closing price of the common stock on February 17, 2012 (with cash in lieu of fractional shares).
(3)	Includes 5,884 shares of Annapolis Bancorp, Inc. common stock acquired during 2011 and previously reported. Does not include the number of shares of common stock underlying the restricted share units granted on January 27, 2012, which will be based on $5,000 value divided by the per share closing price of the common stock on February 17, 2012.

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