Northeast Bancorp
NORTHEAST BANCORP /ME/ (Form: 4, Received: 01/03/2011 18:48:59)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WAYNE RICHARD
2. Issuer Name and Ticker or Trading Symbol

NORTHEAST BANCORP /ME/ [ NBN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O NORTHEAST BANCORP, 500 CANAL STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/29/2010
(Street)

LEWISTON, ME 04240
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Voting Common Stock   12/29/2010     P    107681   A $13.93   107681   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (Right to Buy)   $13.93   12/29/2010     A      118808         (1) 12/29/2020   Voting Common Stock   118808   $0   118808   D    
Stock Option (Right to Buy)   $13.93   12/29/2010     A      118808         (2) (3) 12/29/2020   Voting Common Stock   118808   $0   118808   D    

Explanation of Responses:
( 1)  The stock option becomes exercisable in five equal annual installments, commencing on December 29, 2011.
( 2)  Each of these stock options shall become exercisable in three equal tranches based upon the price of the Company's Voting Common Stock exceeding the applicable hurdle price for at least 50 of the previous 75 consecutive trading days (such 50th day, the "Determination Date"), but only after and for so long as the most recent annual assessment of the Company's internal controls completed prior to the applicable Determination Date has concluded that the Company maintained effective internal control over financial reporting (subject to auditor verification, if applicable). The applicable hurdle price for the first tranche of exercisability is: prior to the fifth anniversary of the grant date, $27.86; between the fifth and sixth anniversaries of the grant date, $31.34; and between the sixth and seventh anniversaries of the grant date, $34.83. (Continued in footnote 3).
( 3)  The applicable hurdle price for the second tranche of exercisability is: prior to the sixth anniversary of the grant date, $31.34; and between the sixth and seventh anniversaries of the grant date, $34.83. The applicable hurdle price for the third tranche of exercisability is, prior to the seventh anniversary of the grant date, $34.83.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WAYNE RICHARD
C/O NORTHEAST BANCORP
500 CANAL STREET
LEWISTON, ME 04240
X
Chief Executive Officer

Signatures
/s/ Claire Bean, attorney-in-fact 1/3/2011
** Signature of Reporting Person Date


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