Edgar Filing: Solera National Bancorp, Inc.

Ownership Submission

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 ^*

FENTON ROBERT J

2. Issuer Name and Ticker or Trading Symbol
Solera National Bancorp, Inc. [OTCQB:SLRK]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, Chief Financial Officer

(Last)

(First)

(Middle)

319 S. SHERIDAN BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2014

(Street)

LAKEWOOD, CO 80226

4. If Amendment, Date Original Filed(Month/Day/Year)
02/28/2014

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 Par Value ⁽⁵⁾	02/28/2014		M		7,500	A	$ 3	51,875 ⁽³⁾	D
Common Stock, $.01 Par Value ⁽⁵⁾	02/28/2014		M		2,500	A	$ 3.35	54,375 ⁽⁴⁾	D
Common Stock, $.01 Par Value								250	I	By Son
Common Stock, $.01 Par Value								250	I	By Daughter
Common Stock, $.01 Par Value								250	I	By Daughter
Common Stock, $.01 Par Value								250	I	By Son

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 3

02/28/2014

7,500

⁽¹⁾

01/14/2021

Common Stock, $.01 Par Value

7,500

$ 0

2,500

Stock Option (Right to Buy)

$ 3.35

02/28/2014

2,500

⁽²⁾

01/13/2022

Common Stock, $.01 Par Value

2,500

$ 0

7,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FENTON ROBERT J 319 S. SHERIDAN BLVD. LAKEWOOD, CO 80226			EVP, Chief Financial Officer

Signatures

John P. Carmichael, Attorney-in-fact		03/24/2014
^**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)	10,000 Incentive Stock Options were granted to the Reporting Person on January 14, 2011. Beginning February 14, 2011, the Incentive Stock Options began vesting ratably over 48 equal monthly installments. On February 28, 2014, 7,500 Incentive Stock Options were exercised by the Reporting Person. As a result, 2,500 Stock Options are still held by the Reporting Person exercisable at $3.00 per share.
(2)	10,000 Incentive Stock Options were granted to the Reporting Person on January 13, 2012. Beginning February 13, 2012, the Incentive Stock Options began vesting ratably over 48 equal monthly installments. On February 28, 2014, 2,500 Incentive Stock Options were exercised by the Reporting Person. As a result, 7,500 Stock Options are still held by the Reporting Person exercisable at $3.35 per share.
(3)	51,875 shares owned jointly with spouse
(4)	54,375 shares owned jointly with spouse
(5)	Amended to report a separate line for the exercise of two separate stock options, correct the transaction code for the stock option exercises and include the exercise price of each stock option.

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