Sec Form 4 Filing - BONE JAMES M JR @ FNCB Bancorp, Inc. - 2020-12-15

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) 12/15/2020 (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 12/15/2020 J 220.9739 A $ 7.613 46,527.493 ( 1 ) ( 2 ) D 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 Repor ting 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 12/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount includes 15,809 shares of time-based restricted common stock solely owned by Mr. Bone; 18,370.5860 shares held jointly with his spouse which includes 131.7660 shares acquired in December 2020 under the Issuer's Dividend Reinvestment and Stock Purchase Plan ("DRP"); 5,902.2940 shares co-owned with Mr. Bone's father and siblings which includes 42.3350 shares acquired in December 2020 under the DRP and 6,445.6130 shares owned solely by Mr. Bone which includes 46.8729 shares acquired in December 2020 under the DRP. ( 2 )Mr. Bone no longer has a reportable beneficial interest in 282.398 shares of the Issuer's common stock of an adult child and included in Mr. Bone's prior ownership reports.

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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