UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

(Mark One):

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

Hawthorn Bancshares, Inc. Profit Sharing 401(k) Plan

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

 

REQUIRED INFORMATION

See attachments to this report, which are incorporated herein by reference.

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-136477) of Hawthorn Bancshares, Inc. (formerly known as Exchange National Bancshares, Inc.) of our report dated June 24, 2010, with respect to the financial statements of the Hawthorn Bancshares Profit Sharing 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2009.

/s/ BKD, llp

St. Louis, Missouri

June 24, 2010

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Accountants’ Report and Financial Statements
December 31, 2009 and 2008

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
December 31, 2009 and 2008

Contents

Report of Independent Registered Public Accounting Firm			1
Financial Statements
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4
Supplemental Schedule
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			10

Report of Independent Registered Public Accounting Firm

Retirement and Investment Committee
Hawthorn Bancshares, Inc.
  Profit Sharing 401(k) Plan
Lee Summit, Missouri

We have audited the accompanying statements of net assets available for benefits of Hawthorn Bancshares, Inc. Profit Sharing 401(k) Plan as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Hawthorn Bancshares, Inc. Profit Sharing 401(k) Plan as of December 31, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

/s/ BKD, llp

St. Louis, Missouri
June 24, 2010

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2009 and 2008

		2009				2008
Investments, At Fair Value		$	15,573,852			$	14,209,688
Employer’s Contribution Receivable			277,518				202,374
Net Assets Available for Benefits		$	15,851,370			$	14,412,062

See Notes to Financial Statements		2

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2009 and 2008

		2009				2008
Investment Income
Net appreciation (depreciation) in fair value of investments		$	760,759			$	(6,092,129	)
Interest and dividends			380,940				719,012
Net investment income (loss)			1,141,699				(5,373,117	)
Contributions
Employer			585,497				496,386
Participants			665,506				635,403
Other			—				3,977
			1,251,003				1,135,766
Total additions			2,392,702				(4,237,351	)
Deductions
Benefits paid directly to participants			953,394				1,176,013
Net Increase (Decrease)			1,439,308				(5,413,364	)
Net Assets Available for Benefits, Beginning of Year			14,412,062				19,825,426
Net Assets Available for Benefits, End of Year		$	15,851,370			$	14,412,062

See Notes to Financial Statements		3

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

Note 1:		Description of the Plan

The following description of the Hawthorn Bancshares, Inc. Profit Sharing 401(k) Plan (“Plan”) provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan Administrator.

     General

The Plan is a defined contribution plan sponsored by Hawthorn Bancshares, Inc. and its subsidiaries (collectively the “Company”) for the benefit of the employees of the Company who have at least 90 days of service and are age 21 or older. An eligible employee becomes a participant in the Plan on the first day of the plan year or the first day of the seventh month of the plan year. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Capital Bank and Trust Company is the trustee of the Plan.

     Contributions

The Company makes discretionary annual contributions to the Plan. All employer contributions are allocated to a participant’s account based on that participant’s compensation compared to the total compensation of all eligible participants. In addition, the Company matches the participant’s salary deferral into the plan dollar for dollar up to 3% of the participant’s annual salary. All contributions are made conditioned upon their deductibility for federal income tax purposes.

Participants have the option to make voluntary contributions to the Plan up to the annual limit set by the Internal Revenue Service (IRS).

     Participant Investment Account Options

Investment account options available include various mutual funds and common stock of the Company. Each participant has the option of directing his/her contributions into any of the separate investment accounts and may change the allocation daily.

     Participant Accounts

Each participant’s account is credited with the participant’s contribution, the Company’s contribution and plan earnings. Allocations are based on participant earnings. The benefits to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

     Vesting

Participant contributions and earnings thereon are 100% vested at all times. Employer contributions and earnings thereon vest 20% per year of service and become fully vested at the completion of five years of service at the Company. At the time a participant terminates his/her employment, the nonvested portion of the employer contribution account is forfeited and allocated to eligible participants on a pro rata allocation method.

     Payment of Benefits

Under the terms of the Plan, participants are entitled to receive the amount credited to their accounts upon normal retirement at the age of 65 or disability retirement. Participants terminating employment prior to retirement are entitled to receive that portion of their account that is vested. In the event of death, the participant’s account becomes fully vested and the balance is paid to the designated beneficiary. Distributions under the Plan are payable in a lump sum or through installments.

     Plan Termination

Although the Company has not expressed any intention to do so, it may discontinue its contributions and terminate the Plan at any time. In such an event, the participants’ accounts become fully vested and are not subject to forfeiture.

Note 2:		Summary of Significant Accounting Policies

     Basis of Presentation

The accompanying financial statements have been prepared on an accrual basis of accounting except for benefits, which are recorded upon distribution, and present the net assets available for plan benefits and changes in those net assets.

     Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets and changes in net assets and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

     Valuation of Investments

Investments in securities traded on a national securities exchange are valued at the latest reported sales price on the last business day of the period. If no sale has taken place, the securities are valued at the latest bid price. The investment in employer securities is valued at the latest bid price reported.

Investment transactions are accounted for on the trade-date basis. The realized gains or losses on investments are determined using the average cost of the individual security issue. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

     Plan Tax Status

The IRS issued its latest determination letter on March 3, 2006, which stated that the Plan and its underlying trust qualify under the applicable provisions of the Internal Revenue Code and, therefore, are exempt from federal income taxes. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, we believe the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

     Administrative Expenses

The administrative expenses of the Plan are paid by the Company.

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

Note 3:		Investments

The following table presents the Plan’s investments. Investments that represent 5% or more of total plan assets in either year are separately identified:

		2009				2008
Mutual Funds
American Funds Washington Mutual Investors Fund		$	1,749,876			$	1,522,172
American Funds Bond Fund			1,707,577				1,408,536
American Funds Growth Fund			1,525,205				1,030,674
PIMCO Total Return Fund			1,420,320				1,069,884
American Funds Euro-Pacific Growth Fund			1,128,133				818,241
American Funds Small-Cap World Fund			959,290				610,769
American Funds Cash Management Trust			—				2,632,227
American Funds Money Market Fund			2,355,768				—
Other			2,906,304				2,306,511
Employer Securities — Hawthorn Bancshares, Inc. common stock			1,816,844				2,810,674
Cash — Hawthorn Bancshares Awaiting Stock Purchase Fund			4,535				—
Total investments		$	15,573,852			$	14,209,688

During the years ended 2009 and 2008, the Plan’s investments (including gains and losses on investments bought, sold and held during the year) appreciated (depreciated) in value by $760,759 and $(6,092,129), respectively, as follows:

		2009				2008
Mutual Funds		$	1,995,907			$	(4,821,628	)
Employer Securities — Exchange National Bancshares, Inc. common stock			(1,235,148	)			(1,270,501	)
Net appreciation (depreciation) in fair value		$	760,759			$	(6,092,129	)

Interest and dividends realized on the Plan’s investments for the years ended 2009 and 2008 were $380,940 and $719,012, respectively.

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

Note 4:		Fair Value of Plan Assets

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a fair value hierarchy which requires a plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

	Level 1		Quoted prices in active markets for identical assets
	Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
	Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy.

     Investments

Where quoted market prices are available in an active market, investments are classified within Level 1 of the valuation hierarchy. All of the Plan’s investments are considered Level 1 investments and include common stock of the sponsor and mutual funds.

The following table presents the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31:

						Fair Value Measurements Using
						Quoted Prices
						in Active				Significant
						Markets for				Other				Significant
						Identical				Observable				Unobservable
						Assets				Inputs				Inputs
		Fair Value				(Level 1)				(Level 2)				(Level 3)
December 31, 2009
Common stock		$	1,816,844			$	1,816,844			$	—			$	—
Mutual funds		$	13,752,473			$	13,752,473			$	—			$	—
December 31, 2008
Common stock		$	2,810,674			$	2,810,674			$	—			$	—
Mutual funds		$	11,399,014			$	11,399,014			$	—			$	—

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
Notes to Financial Statements
December 31, 2009 and 2008

Note 5:		Party-in-Interest Transactions

The Plan held an investment of 190,455 and 163,032 shares of common stock of the Company with a fair value of $1,816,844 and $2,810,674 at December 31, 2009 and 2008, respectively, and received dividends of $108,620 and $132,129 on such shares during 2009 and 2008, respectively.

These investments are considered allowable party-in-interest transactions under ERISA guidelines.

Note 6:		Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.

The current protracted economic decline presents employee benefit plans with difficult circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair value of investments. The financial statements have been prepared using values and information currently available to the Plan.

Given the volatility of current economic conditions, the values of assets recorded in the financial statements could change rapidly, resulting in material future adjustments in investment values that could negatively impact the Plan.

Supplemental Schedule

Hawthorn Bancshares, Inc.
Profit Sharing 401(k) Plan
EIN 43-1626350 PN 002
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2009

		Description
		of						Current
Investment Type and Issuer		Investment						Value
Mutual Funds
American Funds Money Market Fund			2,355,768			Shares		$	2,355,768
American Funds Washington Mutual Investors Fund			71,249			Shares			1,749,876
American Funds Bond Fund			144,710			Shares			1,707,577
American Funds Growth Fund			56,260			Shares			1,525,205
PIMCO Total Return Fund			131,511			Shares			1,420,320
American Funds Euro-Pacific Growth Fund			29,908			Shares			1,128,133
American Funds Small-Cap World Fund			30,619			Shares			959,290
Federated Kaufmann Fund			165,065			Shares			769,205
Templeton Growth Fund			45,613			Shares			766,755
American Funds New Perspective Fund			27,474			Shares			698,116
AIM Structured Core Fund Investors			96,585			Shares			672,228
									13,752,473
*Hawthorn Bancshares, Inc. common stock			190,445			Shares			1,816,844
*Cash — Hawthorn Bancshares Awaiting Stock Purchase Fund									4,535
								$	15,573,852