Sec Form 4 Filing - BERGSTROM CHRISTOPHER W @ CARDINAL FINANCIAL CORP - 2016-08-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BERGSTROM CHRISTOPHER W 2. Issuer Name and Ticker or Trading Symbol CARDINAL FINANCIAL CORP [ CFNL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 8270 GREENSBORO DRIVE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2016 (Street) MCLEAN, VA22102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/26/2016 S 1,162 D $ 26.0561 0 I By Spouse Common Stock 08/29/2016 M 13,500 A $ 11.74 97,476 D Common Stock 08/29/2016 M 27,000 A $ 16.58 124,476 D Common Stock 08/29/2016 M 27,000 A $ 16.54 151,476 D Common Stock 08/29/2016 M 10,665 A $ 20.05 162,141 D Common Stock 08/29/2016 M 1,666 A $ 19.18 163,807 D Common Stock 08/29/2016 S 79,831 D $ 26.5045 83,976 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option $ 11.74 08/29/2016 M 13,500 ( 1 ) 01/26/2021 Common Stock 13,500 $ 0 0 D Stock Option $ 16.58 08/29/2016 M 27,000 ( 2 ) 02/13/2023 Common Stock 27,000 $ 0 0 D Stock Option $ 16.54 08/29/2016 M 27,000 ( 3 ) 02/19/2024 Common Stock 27,000 $ 0 0 D Stock Option $ 20.05 08/29/2016 M 10,665 ( 4 ) 03/18/2025 Common Stock 10,665 $ 0 5,335 D Stock Option $ 19.18 08/29/2016 M 1,666 ( 5 ) 02/16/2026 Common Stock 1,666 $ 0 3,334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BERGSTROM CHRISTOPHER W 8270 GREENSBORO DRIVE SUITE 500 MCLEAN, VA22102 President and CEO Signatures /s/ Jennifer L. Deacon, as Attorney in Fact 08/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option, representing a right to purchase a total of 20,000 shares, became exercisable in five annual installments beginning on January 26, 2012, which was the first anniversary of the date on which the option was granted. ( 2 )The stock options vested as follows: 25% on February 13, 2013 and 25% on the anniversary date of the grant for three years. ( 3 )The stock options vested as follows: 1/3 on February 19, 2014 and 1/3 on the anniversary date of the grant for two years. ( 4 )The stock options vested as follows: 1/3 on March 18, 2015 and 1/3 on the anniversary date of the grant for two years. ( 5 )The stock options vested as follows: 1/3 on February 16, 2016 and 1/3 on the anniversary date of the grant for two years.

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.