Edgar Filing: WAXBERG JOSEPH D

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 ^*

WAXBERG JOSEPH D

2. Issuer Name and Ticker or Trading Symbol
CORNERSTONE BANCORP INC [CBN]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

81 SKYVIEW LN

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2005

(Street)

NEW CANAAN, CT 06840

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								6,118 ⁽¹⁾ ⁽²⁾	D

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

Director Stock Option (right to buy)

$ 12.4

12/27/2005

303 ⁽³⁾

05/21/1997

05/21/2007

Common Stock

303

$ 24.29

Director Stock Option (right to buy)

$ 17.25

12/27/2005

303 ⁽³⁾

05/20/1998

05/20/2008

Common Stock

303

$ 19.44

Director Stock Option (right to buy)

$ 13.64

12/27/2005

275 ⁽³⁾

05/19/1999

05/19/2009

Common Stock

275

$ 23.05

Director Stock Option (right to buy)

$ 10.91

12/27/2005

275 ⁽³⁾

05/17/2000

05/17/2010

Common Stock

275

$ 25.78

Director Stock Option (right to buy)

$ 12.82

12/27/2005

275 ⁽³⁾

05/16/2001

05/16/2011

Common Stock

275

$ 23.87

Director Stock Option (right to buy)

$ 17.82

12/27/2005

275 ⁽³⁾

05/15/2002

05/15/2012

Common Stock

275

$ 18.87

Director Stock Option (right to buy)

$ 18

12/27/2005

250 ⁽³⁾

05/21/2003

05/21/2013

Common Stock

250

$ 18.69

Director Stock Option (right to buy)

$ 25.46

12/27/2005

250 ⁽³⁾

05/26/2004

05/26/2014

Common Stock

250

$ 11.23

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WAXBERG JOSEPH D 81 SKYVIEW LN NEW CANAAN, CT 06840	X

Signatures

Leigh A. Hardisty as Power of Attorney		12/29/2005
^**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)	During 2005, the reporting person received 39.916 shares of common stock as a result of participation in the Bancorp's plan for the reinvestment of dividends.
(2)	Approximately .383 fractional shares of common stock were converted to cash as a result of the termination of the Bancorp's plan for the reinvestment of dividends in May 2005.
(3)	In accordance with the provisions of the Issuer's 1996 Stock Plan, in anticipation of the Issuer's merger with NewAlliance Bancshares, Inc. on January 2, 2006, the Compensation Committee of the Board of Directiors of the Issuer on December 27, 2005 approved the purchase of all outstanding options by the Issuer at a price per share equal to the difference between the option exercise price and $36.69, the price of the Issuer's common stock at the close of business on December 23, 2005, the prior business day.

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