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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROTHENBERG ALAN I 		2. Issuer Name and Ticker or Trading Symbol

1st Century Bancshares, Inc. [ FCTY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and Chairman of the Board
(Last)          (First)          (Middle)

1875 CENTURY PARK EAST, SUITE 1400 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2016
(Street)

LOS ANGELES, CA 90067
(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
Common Stock   7/1/2016     D (1)    753957   (2) D $11.22   (3) (4) 0   D    
Common Stock   7/1/2016     D (1)    60225   D $11.22   (3) 0   I   Alan Rothenberg Defined Benefit Pension Plan  
Common Stock   7/1/2016     D (1)    45406.182   D $11.22   (3) 0   I   By 401(k) Plan  
Common Stock   7/1/2016     D (1)    27750   D $11.22   (3) 0   I   Latham & Watkins Thrift & Profit Sharing Retirement Plan  

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

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 10, 2016, among 1st Century Bancshares, Inc. (the "Company"), Midland Financial Co. ("Midland") and MC 2016 Corp., a wholly-owned subsidiary of Midland (the "Merger Agreement").
( 2)  Includes restricted shares.
( 3)  Disposed of pursuant to the Merger Agreement in exchange for $11.22 for each share of the Company's common stock.
( 4)  Pursuant to the terms of the Merger Agreement, each restricted share of the Company held by the reporting person was cancelled and converted into the right to receive $11.22.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROTHENBERG ALAN I
1875 CENTURY PARK EAST
SUITE 1400
LOS ANGELES, CA 90067 		X X CEO and Chairman of the Board

Signatures
/s/ Alan I. Rothenberg 7/5/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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