Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MEYER AUGUST C JR
 2. Issuer Name and Ticker or Trading Symbol
FIRST BUSEY CORP /NV/ [BUSE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

100 WEST UNIVERSITY AVENUE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


CHAMPAIGN, IL 61820		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2012   A4 223 A $ 0 1,158,136 (1) D  
Common Stock 12/31/2012   G 131,743 D $ 0 0 (2) I August C. Meyer, Jr. 2010 2YC GRAT
Common Stock     3         I By Grandchildren's Trusts
Common Stock 09/20/2007   G5 11,784 (4) A $ 0 23,421 I By Granchildren's Trusts
Common Stock 05/14/2009   G5 183,546 (5) A $ 0 206,967 I By Grandchildren's Trusts
Common Stock 03/04/2011   C4 500,000 (6) A $ 4.25 706,967 I By Grandchildren's Trusts

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $ 16           08/01/2007 03/18/2013 Stock Option
7,750
  7,750
D
 
Common Stock $ 19.74           08/01/2007 02/17/2014 Stock Option
7,750
  7,750
D
 
Common Stock $ 19.09           08/01/2007 02/15/2015 Stock Option
7,750
  7,750
D
 
Common Stock $ 17.12           05/01/2009 12/15/2015 Stock Option
7,500
  7,500
D
 
Common Stock $ 19.41           08/01/2007 02/21/2016 Stock Option
7,750
  7,750
D
 
Common Stock $ 19.35           08/01/2007 07/17/2017 Stock Option
4,650
  4,650
D
 
Common Stock $ 7.53           06/01/2010 06/30/2019 Stock Option
7,500
  7,500
D
 
Common Stock $ 4.49           06/01/2011 06/01/2020 Stock Option
7,500
  7,500
D
 
Series B Convertible Preferred   12/29/2010   P4 21.25     (6)   (6) Common Stock
 
$ 100,000 21.25
I
By Grandchildren's Trusts
Series B Convertible Preferred $ 4.25 03/04/2011   C4   21.25   (6)   (6) Common Stock
500,000
$ 0 0
I
By Grandchildren's Trusts

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MEYER AUGUST C JR
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, IL 61820		   X      

Signatures

/s/ August C. Meyer, Jr. 02/14/2013
**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) Includes 4,400 Restricted Stock Units and 369,674 shares of common stock previously reported as directly owned as well as 783,839 shares of common stock (the "GRAT shares") previously reported as indirectly owned in the August C. Meyer, Jr. 2010 3YC GRAT (the "GRAT") which on December 31, 2012, in accordance with the terms of the GRAT, the reporting person acquired direct ownership of in exchange for depositing in the GRAT cash equal to the fair market value of the GRAT shares. Also includes 223 shares of dividend equivalents accumulated on Restricted Stock Units not previously reported.
(2) On December 31, 2012, 131,743 shares of common stock indirectly owned by the reporting person as trustee of the August C. Meyer, Jr. 2010 2YC GRAT were distributed to the reporting person's adult child pursuant to the terms of such trust.
(3) Represents shares of common stock held as of August 10, 2007 (the date on which the reporting person's Form-3 was filed with the SEC) in various trusts for the benefit of the reporting person's grandchildren of which the reporting person serves as trustee (the "Grandchildren's Trusts").
(4) Represents shares distributed to the Grandchildren's Trusts on September 20, 2007, pursuant to the terms of a grantor retained annuity trust established by the reporting person's adult child, with which trust the reporting person had no other relationship.
(5) Represents shares gifted to the Grandchildren's Trusts by the reporting person's adult child on May 14, 2009.
(6) On December 29, 2010, the Grandchildren's Trusts purchased an aggregate 21.25 shares of Series B Convertible Preferred Stock from the Company. The preferred stock was perpetual and had a liquidation preference of 100,000 per share. Pursuant to the terms of the preferred stock, on March 4, 2011, following the required stockholder approval, the preferred stock held by the Grandchildren's Trusts converted into an aggregate 500,000 shares of common stock at a conversion price of $4.25 per share.

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