| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FIRST NATIONAL CORP /VA/ [ FXNC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock, $1.25 par value | 07/01/2021 | A | 19,963 | A | (1)(5)(6) | 20,963 | D | |||
| Common Stock, $1.25 par value | 07/01/2021 | A | 6,596 | A | (2)(5)(6) | 6,596 | I | By Elizabeth Holt (spouse) | ||
| Common Stock, $1.25 par value | 07/01/2021 | A | 15,870 | A | (3)(5)(6) | 15,870 | I | By Borden's Run, LLC | ||
| Common Stock, $1.25 par value | 07/01/2021 | A | 15,463 | A | (4)(5)(6) | 15,463 | I | By Power of Attorney for Catharine Peaslee | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Reflects common shares of First National Corporation received in exchange for 121,075 common shares of The Bank of Fincastle at the effective time of the merger of The Bank of Fincastle into First National Corporation, pursuant to the agreement and plan of merger between First National Corporation and The Bank of Fincastle. Represents an exchange ratio of 0.1649 First National Corporation common shares per common share of The Bank of Fincastle, with cash paid in lieu of fractional shares. |
| 2. Reflects common shares of First National Corporation received in exchange for 40,000 common shares of The Bank of Fincastle at the effective time of the merger of The Bank of Fincastle into First National Corporation, pursuant to the agreement and plan of merger between First National Corporation and The Bank of Fincastle. Represents an exchange ratio of 0.1649 First National Corporation common shares per common share of The Bank of Fincastle, with cash paid in lieu of fractional shares. |
| 3. Reflects common shares of First National Corporation received in exchange for 96,245 common shares of The Bank of Fincastle at the effective time of the merger of The Bank of Fincastle into First National Corporation, pursuant to the agreement and plan of merger between First National Corporation and The Bank of Fincastle. Represents an exchange ratio of 0.1649 First National Corporation common shares per common share of The Bank of Fincastle, with cash paid in lieu of fractional shares. |
| 4. Reflects common shares of First National Corporation received in exchange for 93,775 common shares of The Bank of Fincastle at the effective time of the merger of The Bank of Fincastle into First National Corporation, pursuant to the agreement and plan of merger between First National Corporation and The Bank of Fincastle. Represents an exchange ratio of 0.1649 First National Corporation common shares per common share of The Bank of Fincastle, with cash paid in lieu of fractional shares. |
| 5. The closing price per common share of The Bank of Fincastle on the day immediately preceding the effective date of the merger was $3.25 per share, and the closing price per common share of First National Corporation on the effective date of the merger was $20.08 per share. |
| 6. For purposes of filing this Form 4, the number of shares of First National Corporation common stock is estimated based on the reporting person's election under the merger agreement and will be updated if the final number differs materially from this estimate. |
| M Shane Bell, by Power of Attorney | 07/06/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
