Sec Form 4 Filing - Register Chip S @ FAUQUIER BANKSHARES, INC. - 2020-12-17

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 Register Chip S 2. Issuer Name and Ticker or Trading Symbol FAUQUIER BANKSHARES, INC. [ FBSS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Operating Officer (Last) (First) (Middle) 10 COURTHOUSE SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2020 (Street) WARRENTON, VA20186 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 04/08/2020 G V 3,939 ( 1 ) D $ 0 0 I By Trust Common Stock 04/08/2020 G V 3,939 ( 1 ) A $ 0 8,207 D Common Stock 12/17/2020 M 2,250 A 10,457 D Common Stock 12/17/2020 D 1,124 ( 2 ) D $ 17.4 9,333 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 Performance Stock Units ( 2 ) 12/17/2020 M 967 ( 2 ) ( 2 ) Common Stock 967 $ 0 0 D Performance Stock Units ( 2 ) 12/17/2020 M 1,283 ( 2 ) ( 2 ) Common Stock 1,283 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Register Chip S 10 COURTHOUSE SQUARE WARRENTON, VA20186 EVP & Chief Operating Officer Signatures Tammy P. Frazier, Attorney in Fact for Chip S. Register 12/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were transferred from a trust over which the reporting person and his spouse are trustees to a joint account owned by the reporting person and his spouse. ( 2 )On December 17, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Fauquier Bankshares, Inc. (the "Company") approved, effective December 17, 2020, the accelerated vesting of two performance stock unit awards previously granted to the reporting person, which were scheduled to vest on December 31, 2021 and December 31, 2022, respectively. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the reporting person of Section 280G of the Internal Revenue Code, in connection with the Company's pending merger with Virginia National Bankshares Corporation. Each performance stock unit is the equivalent of one share of the Company's common stock. On December 17, 2020, 1,124 of the reporting person's performance stock units were settled for cash and the remaining 1,126 were settled for an equal number of shares of the Company's common stock.

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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