UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2012


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from              to





Commission file number: 000-54056





STATE BANK FINANCIAL CORPORATION


(Exact name of registrant as specified in its charter)





Georgia27-1744232(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)3399 Peachtree Road, NE, Suite 1900, Atlanta, Georgia30326(Address of principal executive offices)(Zip Code)


404-475-6599


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting companyo(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x





The number of shares outstanding of the registrant’s common stock, as of May 10, 2012 was 31,721,236.





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EXPLANATORY NOTE





This Form 10-Q/A ("Form 10-Q/A") is being filed as Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, which was filed with the Securities and Exchange Commission on May 10, 2012 (the "Original Filing").  This Form 10-Q/A is a technical amendment to add certain required language regarding internal control over financial reporting to Exhibits 31.1 and 31.2 of the Original Filing.





This Form 10-Q/A includes only the corrected exhibits and does not reflect events occurring after the filing of the Original Filing.  The Original Filing is unchanged except with respect to the changes to Exhibits 31.1 and 31.2 included in this Form 10-Q/A.





Part II - OTHER INFORMATION





Item 6.  Exhibits.





The following exhibits are filed as part of this Form 10-Q/A:





Exhibit No.Description of Exhibit31.1Rule 13a-14(a) Certification of the Chief Executive Officer31.2Rule 13a-14(a) Certification of the Chief Financial Officer32.1Section 1350 Certifications





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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 thereunto duly authorized.





STATE BANK FINANCIAL CORPORATIONDate: May 23, 2012By:/s/ Joseph W. EvansJoseph W. EvansChief Executive Officer(Principal Executive Officer)Date: May 23, 2012By:/s/ Thomas L. Callicutt, Jr.Thomas L. Callicutt, Jr.Chief Financial Officer(Principal Financial and Accounting Officer)








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