Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * PHILLIPS ROBERT J	2. Issuer Name and Ticker or Trading Symbol QUAINT OAK BANCORP INC [ QNTO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O QUAINT OAK BANCORP, INC., 607 LAKESIDE DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/2/2016
(Street) SOUTHAMPTON, PA 18966 (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	12/2/2016		S		2   (1)	D	$11.75	658	I	By Spouse in IRA
Common Stock								38946   (2)	D
Common Stock								1456	I	By IRA

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
Stock Option (Right to Buy)	$5.00							5/14/2013   (3)	5/14/2018	Common Stock	30044		30044	D
Stock Option (Right to Buy)	$8.10							(4)	5/8/2023	Common Stock	10000		10000	D

Explanation of Responses:
( 1)	Disposition of shares to satisfy required minimum distribution from individual retirement account of the reporting person's spouse.
( 2)	Includes 1,200 shares granted pursuant to the 2013 Stock Incentive Plan which reflect the unvested portion of a grant amount originally covering 3,000 shares (adjusted to reflect the 2-for-1 stock split) that commenced vesting at a rate of 20% per year on May 8, 2014 and 36,546 shares held jointly with the reporting person's spouse.
( 3)	The options vested 20% per year in five equal annual installments beginning on May 14, 2009.
( 4)	The options are vesting ratably over five years at 20% per year commencing on May 8, 2014.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PHILLIPS ROBERT J C/O QUAINT OAK BANCORP, INC. 607 LAKESIDE DRIVE SOUTHAMPTON, PA 18966	X

Signatures
/s/Diane J. Colyer by P.O.A. for Robert J. Phillips		12/6/2016
** 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.
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