UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


———————————


FORM 10-K/A


Amendment No. 1


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2011


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 000-30707


First Northern Community Bancorp


(Exact name of Registrant as specified in its charter)





California
68-0450397(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)





195 N.  First St., Dixon, CA
95620(Address of principal executive offices)
(Zip Code)





707-678-3041


(Registrant’s telephone number including area code)





Securities registered pursuant to Section 12(b) of the Act:
NoneSecurities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value

(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes o                    No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.


Yes o                    No x





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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x




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 filer oAccelerated filer  oNon-accelerated filer  o (Do not check if smaller reporting company)     Smaller reporting company  x





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 aggregate market value of the Common Stock held by non-affiliates of the registrant on June 30, 2011 (based upon the last reported sales price of such stock on the OTC Markets on June 30, 2011) was $37,359,507.




The number of shares of Common Stock outstanding as of March 20, 2012 was 9,157,536.




DOCUMENTS INCORPORATED BY REFERENCE




Items 10, 11, 12 (as to security ownership of certain beneficial owners and management), 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2012 Annual Meeting of Shareholders.









EXPLANATORY NOTE


Typographical correction to Exhibits 32.1 and 32.2