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 *
PROCTOR H PALMER JR
   2. Issuer Name and Ticker or Trading Symbol
FIDELITY SOUTHERN CORP [LION] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive officer
(Last)
(First)
(Middle)
3490 PIEDMONT ROAD, SUITE 1550		 3. Date of Earliest Transaction (Month/Day/Year)
12/19/2012
(Street)

ATLANTA, GA 30305		 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
Fidelity Southern Corporation - Common Stock 12/19/2012   M   6,923 A $ 4.6 214,845.3328 D  
Fidelity Southern Corporation - Common Stock 12/19/2012   S   6,923 D $ 9.0527 207,922.3328 D  
Fidelity Southern Corporation - Common Stock 12/20/2012   M   3,253 A $ 4.6 211,175.3328 D  
Fidelity Southern Corporation - Common Stock 12/20/2012   S   3,253 D $ 9.09 207,922.3328 D  
Fidelity Southern Corporation - Common Stock               17,953.9243 I By 401(k) (1)
Fidelity Southern Corporation - Common Stock               2,561.4139 I By H E Proctor
Fidelity Southern Corporation - Common Stock               2,561.4139 I By P3 Proctor
Fidelity Southern Corporation - Common Stock               2,561.4139 I By S B Proctor
Fidelity Southern Corporation - Common Stock               10,046.1414 I By Spouse

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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
Stock Option (Right to Buy) $ 4.6 12/19/2012   M     6,923 07/22/2009(2) 07/22/2013 Fidelity Southern Corporation - Common Stock 6,923 $ 0 21,708 D  
Stock Option (Right to Buy) $ 4.6 12/20/2012   M     3,253 07/22/2009(2) 07/22/2013 Fidelity Southern Corporation - Common Stock 3,253 $ 0 18,455 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PROCTOR H PALMER JR
3490 PIEDMONT ROAD
SUITE 1550
ATLANTA, GA 30305		   X     Executive officer  

Signatures

 Elna Kolarich, Attorney in Fact for H. Palmer Proctor, Jr.   12/21/2012
**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) Purchased 863 shares at various times and prices through the Fidelity Southern Corporation 401(k) Plan during 2003
(2) Exercisable: 1/3 on 7/22/09; 1/3 on 7/22/10; 1/3 on 7/22/11

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