Ownership Submission
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 *
Cauley Robert E
  2. Issuer Name and Ticker or Trading Symbol
BIMINI CAPITAL MANAGEMENT, INC. [BMNM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O BIMINI CAPITAL MANAGEMENT, INC., 3305 FLAMINGO DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2013
(Street)

VERO BEACH, FL 32963
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
Class A Common Stock 08/13/2013   A V 250,000 A $ 0.2325 (1) (2) 471,410 D  
Class A Common Stock 08/13/2013   M V 50,000 A $ 0.2325 (2) (3) 521,410 D  
Class A Common Stock 08/13/2013   M V 140,000 A $ 0.2325 (2) (3) 661,410 D  

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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
Phantom Stock Award (4) 08/13/2013   M V   50,000 06/16/2014 06/16/2014 Class A Common Stock 50,000 (2) 0 D  
Phantom Stock Award (4) 08/13/2013   M V   140,000 03/15/2015 03/15/2015 Class A Common Stock 140,000 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Cauley Robert E
C/O BIMINI CAPITAL MANAGEMENT, INC.
3305 FLAMINGO DRIVE
VERO BEACH, FL 32963
  X     CEO  

Signatures

 /s/ Robert E. Cauley   08/15/2013
**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) On August 13, 2013 the Board of Director's approved the issuance of shares to the reporting person under the 2011 Long Term Incentive Compensation Plan.
(2) The price is based on the market closing price on August 13, 2013.
(3) On August 13, 2013, the Board of Directors approved the accelerated vesting of outstanding phantom shares previously issued under the 2003 Long Term Incentive Compensation Plan. As a result, each phantom share became one share of Class A Common Stock.
(4) Each share of phantom stock represents the economic equivalent of one share of Bimini Capital Management, Inc.'s Class A Common Stock.

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