Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 25, 2011 (February 22, 2011)
Centrue Financial Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
0-28846   36-3145350
(Commission File Number)   (IRS Employer Identification No.)
7700 Bonhomme Avenue
St. Louis, Missouri
(Address of Principal Executive Offices)
  (Zip Code)
Registrant’s telephone number, including area code (314) 505-5500
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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
     On February 22, 2011, Centrue Financial Corporation (the “Company”) received a notice from the Nasdaq Stock Market that it currently is not in compliance with Nasdaq’s Marketplace Rule 5450(a)(1), which requires it to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Rule”).
     In accordance with Marketplace Rule 5810(c)(3)(A), the Company is provided a grace period of 180 calendar days, or until August 22, 2011, in which to regain compliance with the Minimum Bid Price Rule. If at anytime during the grace period the Company’s minimum bid price of the Company’s common stock closes at $1.00 or more for a minimum of ten consecutive business days, the Company will have complied with the rule and the matter will be closed. If compliance with the rule cannot be demonstrated by August 22, 2011, Nasdaq will provide the Company written notification that the Company’s common stock will be subject to delisting. The Company may, however, be eligible for an additional grace period if it satisfies the initial listing standards (with the exception of the Minimum Bid Price Rule) for listing on the Nasdaq Capital Market, and it submits a timely application to Nasdaq to transfer the listing of its common stock to the Nasdaq Capital Market and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary.
     During the grace period described above, the Company will consider its alternatives, including whether to apply to transfer its common stock listing to an alternative exchange or inter-dealer quotation system such as the OTC Bulletin Board.



     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.
  By:   /s/ Kurt R. Stevenson    
    Kurt R. Stevenson, Senior Executive Vice President and Chief Financial Officer    
Dated: February 25, 2011