Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 5, 2009, Rainier Pacific Financial Group, Inc. (the "Company") received a letter from Nasdaq Stock Market ("Nasdaq") indicating that, for the last 30 consecutive business days preceding the date of the letter, the bid price of the Company's common stock had closed below the $1.00 minimum bid price required for continued listing on the Nasdaq Global Market under Marketplace Rule 5550(a)(2). The notification has no effect on the listing of the Company's common stock at this time.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Nasdaq letter, or until May 5, 2010, to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company's common stock must be at or above $1.00 per share for a minimum of 10 consecutive business days; and Nasdaq may, in its discretion, require a minimum of 20 consecutive business days. If the Company does not regain compliance by May 5, 2010, Nasdaq will provide written notification to the Company that the Company's common stock is subject to delisting. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing criteria on May 5, 2010 for the Nasdaq Capital Market, with the exception of the bid price requirement. If it meets the initial criteria, Nasdaq will notify the Company that it has been granted an additional 180 calendar day compliance period.

The Company issued a press release announcing its receipt of the notice from Nasdaq described herein. A copy of the press release is attached hereto as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 99.1 Press Release of Rainier Pacific Financial Group, Inc. dated November 6, 2009.

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