TOWER FINANCIAL CORP - 4 filing on 2011-07-08

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RUFFOLO JOSEPH D

(Last)

(First)

(Middle)

2820 CHICHESTER LANE

(Street)

FORT WAYNE

46815

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TOWER FINANCIAL CORP [ TOFC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2011

4. If Amendment, Date of 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

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	06/03/2011		C		24,918⁽³⁾	A	$6.02	25,918⁽⁴⁾	I	Linda Ruffolo Revocable Trust
Common Stock								19,035	D
Common Stock								15,748⁽⁵⁾	I	Spouse
Common Stock								100	I	Children
Common Stock								15,035	I	Joseph D Ruffolo Revocable Trust

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$6.02	06/03/2011		C			750	09/25/2009	⁽¹⁾	Common Stock	12,459	$0	0	D
Series A Convertible Preferred Stock	$6.02	06/03/2011		C			750	09/25/2009	⁽¹⁾	Common Stock	12,459⁽²⁾	$0	0	I	Spouse

Explanation of Responses:

1. The Series A convertible preferred stock has no expiration date; however, Tower Financial Corp has the right to call the shares on or after September 25, 2012 and until September 24, 2013 at 110% of par, after September 25, 2013 and until September 24, 2014 at 105% of par, and at par after September 25, 2014.

2. Due to a scrivener's error, the total holdings were adjusted to include an additional share.

3. Reflects a direct acquisition by the reporting person of 12,459 shares of common stock an indirect acquisition by the reporting person of 12,459 shares of common stock through the reporting person's spouse, with a simultaneous transfer of these holdings to the Linda Ruffolo Revocable Trust, resulting in the reporting person acquiring 24,918 shares of common stock indirectly through such Trust.

4. Reflects an additional 1,000 shares incorrectly reported as being held by spouse.

5. Reflects a reduction of 1,000 shares held by Linda Ruffolo Revocable Trust which was incorrectly reported as being held by spouse.

	Joseph D. Ruffolo	07/08/2011
	** 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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