UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 30, 2012

Floridian Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-53589	20-4539279
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
175 Timacuan Boulevard, Lake Mary, Florida		32746
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (407) 321-3233

___________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FLORIDIAN FINANCIAL GROUP, INC.

FORM 8-K

CURRENT REPORT

Item 5 3.~~04 Temporary~~02 ~~Suspension~~Unregistered Sales of ~~Trading~~Equity ~~Under Registrant’s Employee Benefit Plans.~~ Securities

On ~~October~~ ~~31,~~November 30, 2012, Floridian Financial Group, Inc. (the “Registrant”) ~~delivered~~closed asales ~~notice~~of 350 units (the “~~Notice~~Units”) to ~~its~~certain officers ~~directors~~ and ~~executive~~directors ~~officers~~of ~~informing them that~~ the ~~Floridian~~Registrant ~~Financial~~and ~~Group~~certain ~~Common~~officers ~~Stock~~and ~~Fund~~directors ~~(which represents investments in shares~~ of the Registrant’s ~~common~~wholly ~~stock)~~owned ~~under~~subsidiary ~~the~~ banks, Floridian ~~Financial~~Bank ~~Group~~and ~~401(k)~~Orange ~~Plan~~Bank ~~(the~~of ~~“Plan”) will~~Florida. beThe ~~“blacked~~Units ~~out”~~were tooffered ~~exchanges~~and insold ~~and~~for ~~new~~a ~~contributions~~purchase byprice ~~participants.~~of ~~The~~$1,000 ~~Notice~~per ~~specified~~Unit ~~that~~and the ~~blackout~~aggregate ~~will~~consideration ~~affect~~received ~~only~~by the ~~Floridian~~Registrant ~~Financial~~from ~~Group~~the ~~Common~~sale ~~Stock~~of ~~Fund~~the ~~and~~Units ~~that~~was ~~other~~$350,000. ~~investment~~Each ~~options~~Unit inconsisted ~~the~~of ~~Plan~~(i) ~~would~~one ~~not~~share beof ~~affected.~~the Registrant’s ~~The~~Series ~~Notice~~A ~~specified~~Noncumulative ~~that~~Preferred ~~the~~Stock, ~~blackout~~$5.00 ~~will~~par ~~commence~~value onper ~~December~~share 1,(the ~~2012~~“Series A Preferred Stock”), and is(ii) ~~expected~~one warrant to ~~terminate~~purchase on10 ~~the~~shares ~~date~~of the Registrant ~~files~~’s ~~its~~common ~~2012~~stock, ~~annual~~$5.00 ~~report~~par onvalue ~~Form~~per ~~10-K~~share ~~which~~ (the ~~Registrant~~“Common ~~expects~~Stock”). toEach warrant ~~occur~~is onexercisable oruntil ~~about~~December ~~March 27~~31, ~~2013.~~2017 ~~The~~at ~~Notice~~an ~~also~~exercise ~~specified that~~price ~~the~~of ~~Plan~~$6.00 ~~may~~per ~~direct~~share ~~questions~~of ~~about~~Common ~~the~~Stock. ~~Notice~~Shares orof ~~black out to~~ the Registrant’s Series ~~Chief~~A ~~Executive~~Preferred ~~Officer,~~Stock ~~Thomas~~are ~~H. Dargan,~~not ~~Jr.,~~convertible atinto ~~175~~or ~~Timacuan~~exchangeable ~~Boulevard,~~for ~~Lake~~shares ~~Mary,~~of ~~Florida~~any ~~32746~~other orclass byof ~~telephone~~stock atof ~~(407)~~the ~~321-3233~~Registrant.

The ~~Notice~~ ~~further~~Units ~~states~~were ~~that~~offered and ~~the~~sold ~~limitations~~through ona ~~transactions~~private ~~under~~offering (the ~~Plan~~“Offering”) ~~during~~that ~~the~~was ~~blackout~~exempt ~~will~~from ~~impact~~ the ~~participants’ ability~~registration torequirements ~~trade~~of inSection 5 of the ~~Registrant’s~~Securities ~~common~~Act ~~stock~~of ~~and thus~~1933, ~~pursuant~~as toamended ~~Section 306~~(~~a) of~~ the ~~Sarbanes-Oxley~~“Securities Act”), ofby ~~2002 and~~reason ~~Securities~~of ~~and~~the ~~Exchange~~exemption ~~Commission~~provided ~~Regulation~~by ~~BTR~~ Section 4(~~Blackout Trading Restriction~~a),(2) of the ~~Registrant’s~~Securities ~~directors~~Act and ~~executive officers~~Rule ~~are~~506 ~~prohibited~~promulgated ~~from~~thereunder. ~~directly~~No underwriter or ~~indirectly~~placement ~~purchasing,~~agent ~~selling,~~was orused ~~otherwise~~in ~~acquiring~~connection orwith the ~~transferring~~Offering nor was any ~~equity~~commission ~~security of~~or ~~the~~fees ~~Registrant~~paid ~~during~~by the ~~entire~~Registrant ~~period~~in ~~that~~connection with the ~~participant~~sale ~~transactions~~of ~~are restricted under~~ the ~~Plan~~Units.

~~This blackout~~Item ~~was implemented as a result of the Registrant’s expectation that it will deregister shares of its common stock previously registered on the Registrant’s Form S-~~8 ~~filed with the Securities and Exchange Commission on June 29, 2009~~.01 ~~A copy~~Other ~~of the Notice is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.~~Events

~~The~~On January 26, 2012, the board of directors of the Registrant ~~received~~approved and adopted an amendment to the ~~notice~~Registrant’s ~~required~~articles byof ~~Section~~incorporation ~~101~~(ithe “Amendment”)~~(2)(E)~~ to create the Series A Preferred Stock. The Amendment became effective upon its filing with the Florida Secretary of State on November 30, 2012 and did not require shareholder approval. The Amendment sets forth the ~~Employee~~rights ~~Retirement~~and ~~Income~~preferences of ~~Security~~the ~~Act~~Registrant’s Series A Preferred Stock. Specifically, the Amendment provides that the Registrant will pay a quarterly noncumulative dividend, subject to approval by the Registrant’s board of ~~1974~~directors, to holders of Series A Preferred Stock at a per annum rate equal to 4% and, except as ~~amended~~otherwise provided by applicable law, the Series A Preferred Stock does not have any voting rights. Furthermore, the Registrant is restricted from paying dividends on ~~October~~shares 30of any other class of its capital stock, ~~2012~~other than a dividend or distribution payable in the Registrant’s common stock, unless full dividends on all outstanding shares of Series A Preferred Stock for the most recently completed calendar quarter have been or are contemporaneously declared and paid. Additionally, holders of Series A Preferred Stock are entitled to a liquidation preference of $1,000 per share plus the amount of any declared and unpaid dividends before payment or any distribution of assets of the Registrant is made to holders of the Registrant’s common stock.

~~Item~~The foregoing summary of 9the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.~~01.~~1 ~~Financial~~to ~~Statements~~this Current Report and ~~Exhibits~~is incorporated by reference herein.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

~~99.1~~(d) ~~Notice to Directors and Executive Officers dated October 31, 2012~~Exhibits.

~~SIGNATURES~~3.1 Articles of Amendment to the Articles of Incorporation of Floridian Financial Group, Inc., dated November 30, 2012.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	FLORIDIAN FINANCIAL GROUP, INC.
Date: October 31 , 2012	By: /s/ Thomas H. Dargan, Jr.
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

		FLORIDIAN FINANCIAL GROUP, INC.
Date:	December 6, 2012	By:	/s/ Jorge F. Sanchez
			Chief Financial Officer

Exhibit Number		Description
99.1		Notice to Directors and Executive Officers dated October 31, 2012.

EXHIBIT INDEX


Exhibit Number	Description

3.1	Articles of Amendment to the Articles of Incorporation of Floridian Financial Group, Inc., dated November 30, 2012.

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