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 * HEINTZMAN DAVID P   2. Issuer Name and Ticker or Trading Symbol S Y BANCORP INC [SYBT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 3019 POPPY WAY 3. Date of Earliest Transaction (Month/Day/Year) 08/17/2012 (Street) LOUISVILLE, KY 40206 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 06/20/2012   G   1,000 D (2) 99,013 D   Common Stock 08/17/2012   F   4,231 D (3) 94,782 D   Common Stock 08/17/2012   M   5,370 A (1) 100,152 D   Common Stock               3,495 I By Spouse Common Stock               21,867.0658 I By 401k/ESOP - fbo David Heintman

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 18.619

08/17/2012

M

5,370

06/17/2002

12/17/2012

Common Stock

5,370

(1)

5,220

D

Option (Right to Buy)

$ 20.1714

06/16/2004

12/16/2013

Common Stock

15,750

15,750

D

Option (Right to Buy)

$ 22.8095

06/14/2005

12/14/2014

Common Stock

25,095

25,095

D

Option (Right to Buy)

$ 24.0667

07/17/2006

01/17/2016

Common Stock

31,500

31,500

D

Option (Right to Buy)

$ 26.83

08/20/2007

02/20/2017

Common Stock

22,000

22,000

D

Stock Appreciation Right

$ 23.37

08/19/2008

02/19/2018

Common Stock

13,500

13,500

D

Stock Appreciation Right

$ 22.14

02/17/2010

02/17/2019

Common Stock

12,300

12,300

D

Stock Appreciation Right

$ 21.03

02/16/2011

02/16/2020

Common Stock

17,550

17,550

D

Stock Appreciation Right

$ 23.76

03/15/2012

03/15/2021

Common Stock

14,382

14,382

D

Stock Appreciation Right

$ 22.86

02/20/2013

02/20/2022

Common Stock

24,274

24,274

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEINTZMAN DAVID P 3019 POPPY WAY LOUISVILLE, KY 40206	X		Chairman & CEO

Signatures

//David P. Heintzman		08/20/2012
**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)	Stock option exercise
(2)	Gift to charitable organization
(3)	Surrender shares to exercise options

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