Item 3.03 Material Modification to Rights of Security Holders

On February 7, 2013, BNC Bancorp (the "Company") filed Articles of Amendment (the "Articles of Amendment") with the Secretary of State of North Carolina to amend the terms of the Company's Mandatorily Convertible Non-Voting Preferred Stock, Series B (the "Series B Preferred Stock") issued to Aquiline BNC Holdings LLC ("Aquiline") on June 14, 2010 to provide for the conversion of all of Aquiline's 1,804,566 shares of Series B Preferred Stock into 1,804,566 shares of the Company's non-voting common stock. The Articles of Amendment are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws:
Change in Fiscal Year

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 3.1 Articles of Amendment dated February 7, 2013 regarding the Mandatorily Convertible Non-Voting Preferred Stock, Series B.