QNB (QNBC) Form 4 QNB / SCOTT G OREZEHOSKI ownership change

SEC Form 4

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^*

OREZEHOSKI SCOTT G

(Last) (First) (Middle)

P.O. BOX 9005

(Street)

QUAKERTOWN PA 18951

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QNB CORP [ QNBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP/Chief Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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	03/25/2016		P(1)	V	110.0478	A	$28.44	10,542.585	D
Common Stock	05/31/2016		P(2)	V	68	A	$26.73	10,610.585	D
Common Stock	06/24/2016		P(1)	V	105.6833	A	$30.12	10,716.268	D
Common Stock	09/30/2016		P(1)	V	99.4703	A	$32.32	10,815.739	D
Common Stock	12/30/2016		P(1)	V	94.7917	A	$34.23	10,910.53	D
Common Stock	01/13/2017		M		2,975	A	$21.35	13,885.53	D
Common Stock	01/13/2017		F		1,733	D	$36.65	12,152.53	D

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 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
Common Stock (Right to Buy)	$21.35	01/13/2017		M			2,975	01/24/2015	01/24/2017	Common Stock	2,975	$21.35	0	D
Common Stock (Right to Buy)	$23.2							01/22/2016	01/22/2018	Common Stock	3,000		3,000	D
Common Stock (Right to Buy)	$25.16							01/28/2017	01/28/2019	Common Stock	2,950		2,950	D
Common Stock (Right to Buy)	$29.25							01/29/2018	01/29/2020	Common Stock	3,150		3,150	D
Common Stock (Right to Buy)	$30.4							02/15/2019	02/15/2021	Common Stock	3,500		3,500	D

Explanation of Responses:

1. Dividend Reinvestment Plan Acquisition

2. Employee Stock Purchase Plan Acquisition

	Scott G. Orzehoski	01/17/2017
	** 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.
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