Sec Form 4 Filing - BONE JAMES M JR @ FNCB Bancorp, Inc. - 2019-11-06

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

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1. Name and Address of Reporting Person BONE JAMES M JR 2. Issuer Name and Ticker or Trading Symbol FNCB Bancorp, Inc. [ FNCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) C/O FNCB, 102 E. DRINKER ST. 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2019 (Street) DUNMORE, PA18512 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 11/06/2019 S 2,000 D $ 7.64 39,451.218 ( 1 ) D COMMON STOCK 273.827 ( 2 ) I Adult child who lives with Mr. Bone COMMON STOCK 834 I By Spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BONE JAMES M JR C/O FNCB 102 E. DRINKER ST. DUNMORE, PA18512 EVP & CFO Signatures /s/ Stephanie A. Westington, As Attorney in Fact 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount includes 12,923 shares of time-based restricted common stock solely owned by Mr. Bone; 17,879.111 shares held jointly with his spouse, which includes 116.300 shares acquired on June 15, 2019 and 103.167 shares acquired on September 16, 2019 under the Issuer's Dividend Reinvestment and Stock Purchase Plan ("DRP"); 5,682.081 shares co-owned with Mr. Bone's father and siblings which includes 29.0041 shares acquired on June 15, 2019 and 31.0219 shares acquired on September 16, 2019 under the "DRP"; and 2,967.026 shares owned solely by Mr. Bone which includes 29.0041 shares acquired on June 15, 2019 and 31.0219 shares acquired on September 16, 2019 under the "DRP". ( 2 )This amount includes 1.781 shares acquired on June 15, 2019 and 1.580 shares acquired on September 16, 2019 under the Issuer's Dividend Reinvestment and Stock Purchase Plan.

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).

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