FORM 10-K  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES AND EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES AND EXCHANGE ACT OF 1934  Washington, D.C. 20549  For fiscal year ended December 31, 2012  OR  For transition period from __________ to ___________  Commission File Number 0-33203  (Exact name of Registrant as specified in its charter)  LANDMARK BANCORP, INC. Delaware (State or other jurisdiction of incorporation or organization)  43-1930755  (I.R.S. Employer Identification Number)  701 Poyntz Avenue, Manhattan, Kansas 66505 (Address of principal executive offices)  (Zip Code)  (785) 565-2000 (Registrant’s telephone number, including area code)  Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share  Securities registered pursuant to Section 12(g) of the Act:  None  Name of exchange on which registered: Nasdaq Global Market The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based  on the last sales price quoted on the Nasdaq Global Market on the last business day of the registrant’s most recently completed  second fiscal quarter, was approximately $42.4 million. On March 28, 2013, the total number of shares of common stock  outstanding was 2,923,275. Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 22, 2013, are incorporated by  reference in Part III hereof, to the extent indicated herein.  9  UNITED STATES  SECURITIES AND EXCHANGE COMMISSION  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No  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 and 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  No  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 during the preceding 12  months (or for such shorter period that the registrant was required to submit and post such files). Yes  No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. 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. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer   (do not check if a smaller reporting company) 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  No 