UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): December~~1934 ~~2, 2015~~

Date of Report (Date of earliest event reported): December 17, 2015

ATHENS BANCSHARES CORPORATION

(Exact Name of Registrant as Specified in Charter)

Tennessee	~~001-34534~~	27001-~~0920126~~34534	27-0920126
(State or Other Jurisdiction) of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)	(I.R.S. Employer Identification No.)
106 Washington Avenue, Athens, Tennessee			37303
(Address of Principal Executive Offices)			(Zip Code)

106 Washington Avenue, Athens, Tennessee	37303
(Address of Principal Executive Offices)	(Zip Code)

(423) 745-1111

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On December 2 17, 2015, Athens ~~Bancshares~~Federal Community ~~Corporation~~Bank, National Association (~~the~~“Athens ~~"Company"~~Federal”), ~~notified~~ the ~~NASDAQ~~wholly-owned ~~Stock~~subsidiary ~~Market~~ of ~~its~~Athens ~~intent~~Bancshares toCorporation ~~file a Form 25 with~~ (the ~~Securities~~“Company”), and ~~Exchange~~Atlantic ~~Commission~~Capital ~~(the~~Bank, N.A. (“~~SEC~~Atlantic Capital”), onthe orwholly-owned ~~about~~subsidiary ~~December~~of ~~11,~~Atlantic ~~2015~~Capital toBancshares, ~~effect~~Inc., ~~the~~executed ~~voluntary~~a ~~delisting~~Purchase ofand ~~its~~Assumption ~~common~~Agreement ~~stock~~(the ~~from~~“P&A ~~NASDAQ. The~~Agreement”), ~~Company~~providing ~~expects~~for the ~~delisting~~acquisition ~~will~~by beAthens ~~effective~~Federal onof orfour ~~about~~of ~~December~~Atlantic Capital’s ~~21,~~branch ~~2015. Upon~~banking ~~delisting~~offices located in Athens, ~~the~~Lenoir ~~Company~~City, ~~intends~~Madisonville toand ~~file~~Sweetwater, aTennessee. ~~Form~~In 15accordance with the ~~SEC~~P&A toAgreement, ~~deregister~~Athens ~~its~~Federal ~~common~~has ~~stock~~agreed ~~under~~to ~~the~~assume ~~Securities~~approximately ~~and~~$104 ~~Exchange~~million ~~Act~~in ofcustomer ~~1934~~deposits, ~~(the~~and ~~“Exchange~~other liabilities, ~~Act”). The~~and ~~Company’s~~purchase ~~obligation~~approximately to$15 ~~file~~million ~~periodic~~in ~~reports~~loans, ~~under~~and ~~the~~other ~~Exchange~~assets, ~~Act~~from ~~will~~Atlantic beCapital ~~suspended~~associated ~~immediately~~with ~~upon~~ the ~~filing~~four ofbanking ~~the Form 15~~offices. ~~The~~ ~~Company~~Athens ~~expects~~Federal ~~that~~has ~~its~~agreed ~~common~~to ~~stock~~pay ~~will~~a bedeposit ~~quoted~~premium onequal ~~the~~to ~~OTCQX~~3.50% ~~Market~~of ~~beginning~~the onbalance orof ~~about~~assumed ~~December 21, 2015~~deposits.

AThe ~~copy~~transaction ofis ~~the~~expected ~~Company’s press release announcing the Company's intention~~ to ~~delist~~close ~~from~~in ~~NASDAQ and deregister with~~ the ~~SEC~~spring isof ~~included~~2016, assubject ~~Exhibit~~to ~~99.1~~regulatory approval and isother ~~incorporated~~customary ~~herein~~closing ~~by reference~~conditions.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits.
	Number	Description
	99.1	Press release dated December 2, 2015

The foregoing description of the P&A Agreement is not complete and is qualified in its entirety by reference to the complete text of the P&A Agreement, a copy of which is filed attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01

Other Events.

On December 17, 2015, the Company issued a press release announcing the execution of the P&A Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Number		Description

10.1		Purchase and Assumption Agreement dated as of December 17, 2015

99.1		Press release dated December 17, 2015

SIGNATURES

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.

ATHENS BANCSHARES CORPORATION

Date: December 3, 2015 By: /s/ Michael R. Hutsell

Michael R. Hutsell

Treasurer and Chief Financial Officer

ATHENS BANCSHARES CORPORATION

Date: December 18, 2015

/s/ Michael R. Hutsell

Michael R. Hutsell

Treasurer and Chief Financial Officer

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