Sec Form 5 Filing - DENAPLES DOMINICK L @ FNCB Bancorp, Inc. - 2019-12-31

FORM 5 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 DENAPLES DOMINICK L 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 _____ Officer (give title below) X __ Other (specify below) Director Emeritus (Last) (First) (Middle) C/O FNCB, 102 E. DRINKER ST. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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 80,947.055 ( 1 ) D COMMON STOCK 2,439 ( 2 ) I By DeNaples Equipment Company

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 DENAPLES DOMINICK L C/O FNCB 102 E. DRINKER ST. DUNMORE, PA18512 Director Emeritus Signatures /s/ James M. Bone, Jr., CPA, As Attorney in Fact 02/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount includes 35.914 shares acquired under the Issuer's Dividend Reinvestment and Stock Purchase Plan ("DRP") for 3/15/2019, 36.050 shares acquired under the DRP for 6/15/2019, 31.978 shares acquired under the DRP for 9/16/2019 and 33.644 shares acquired under the DRP for 12/16/2019, owned solely by Mr. DeNaples; 392.357 shares acquired under the DRP for 3/15/2019, 393.833 shares acquire under the DRP for 6/15/2019, 432.286 shares acquired under the DRP for 9/16/2019 and 454.794 shares acquired under the DRP for 12/16/2019, owned jointly with his spouse. Therefore, Mr. DeNaples owns 5,575.6020 shares individually and 75,371.4530 shares jointly with his spouse. ( 2 )Comprises 2,439 shares held by a business in which Mr. DeNaples is 33.33% owner with his brother, Louis DeNaples.

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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