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 * Shilowitz George   2. Issuer Name and Ticker or Trading Symbol StoneCastle Financial Corp. [BANX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 152 WEST 57TH STREET, 35TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/05/2015 (Street) NEW YORK, NY 10019 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 Common Stock 05/05/2015   P   3,800 A $ 17.15 3,800 D   Common Stock 05/05/2015   P   3,700 A $ 17.18 7,500 D   Common Stock 05/05/2015   P   1,100 A $ 17.1 8,600 D   Common Stock 05/05/2015   P   1,000 A $ 16.99 9,600 D   Common Stock 05/05/2015   P   200 A $ 17.01 9,800 D   Common Stock 05/05/2015   P   200 A $ 17.08 10,000 D   Common Stock               45,510 I By StoneCastle Asset Management LLC (1)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shilowitz George 152 WEST 57TH STREET 35TH FLOOR NEW YORK, NY 10019	X		President

Signatures

/s/ George Shilowitz		05/08/2015
**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)	Common Stock was purchased in the transactions by George Shilowitz. Following the transactions, 10,000 shares of Common Stock are owned directly by George Shilowitz and 45,510 shares of Common Stock are owned by StoneCastle Asset Management LLC. George Shilowitz is a Managing Partner of Stone Castle Partners, LLC which is the 100% owner of StoneCastle Asset Management LLC, and is a Manager of StoneCastle Asset Management LLC, and has the power to direct voting and investment in the shares owned by StoneCastle Asset Management LLC. Mr. Shilowitz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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