QNB (QNBC) Form 5 QNB / Courtney Lee Covelens ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Covelens Courtney Lee

(Last) (First) (Middle)

PO BOX 9005

(Street)

QUAKERTOWN PA 18951-9005

(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 Retail Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/31/2023		P	21.005(1)	A	$25.89	1,490.7776	D
Common Stock	05/31/2023		P	236(2)	A	$20.79	1,726.7776	D
Common Stock	06/30/2023		P	27.9(1)	A	$22.9	1,754.6776	D
Common Stock	09/29/2023		P	27.5916(1)	A	$23.53	1,782.2692	D
Common Stock	11/30/2023		P	255(2)	A	$19.58	2,037.2692	D
Common Stock	12/29/2023		P	29.8059(1)	A	$25.29	2,067.0751	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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock (Right to Buy)	$38.15						02/15/2022	02/15/2024	Common Stock	300		300	D
Common Stock (Right to Buy)	$36.5						02/14/2023	02/14/2025	Common Stock	750		750	D
Common Stock (Right to Buy)	$32.5						02/15/2024	02/15/2026	Common Stock	750		750	D
Common Stock (Right to Buy)	$37.26						02/15/2025	02/15/2027	Common Stock	1,000		1,000	D
Common Stock (Right to Buy)	$29.51						02/15/2024	02/15/2033	Common Stock	700		700	D
Common Stock (Right to Buy)	$29.51						02/15/2025	02/15/2033	Common Stock	700		700	D
Common Stock (Right to Buy)	$29.51						02/15/2026	02/15/2033	Common Stock	700		700	D
Common Stock (Right to Buy)	$29.51						02/15/2027	02/15/2033	Common Stock	700		700	D
Common Stock (Right to Buy)	$29.51						02/15/2028	02/15/2033	Common Stock	700		700	D

Explanation of Responses:

1. Dividend Reinvestment Plan Acquistion

2. Employee Stock Purchase Acquistion

	Courtney L Covelens	01/10/2024
	** 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.