Sec Form 4 Filing - DEAN HARRY E III @ MVB FINANCIAL CORP - 2020-02-19

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 DEAN HARRY E III 2. Issuer Name and Ticker or Trading Symbol MVB FINANCIAL CORP [ MVBF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11325 RANDOM HILLS RD., SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2020 (Street) FAIRFAX, VA22030 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

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 Common Stock Options $ 19.4 02/19/2020 A 20,000 02/19/2021 02/19/2030 Common Stock 20,000 $ 0 20,000 D Common Stock $ 18.26 12/31/2017( 1 ) 11/07/2027 Common Stock 100,000 100,000 D Common Stock Options $ 12.85 03/21/2018( 2 ) 03/21/2027 Common Stock 2,000 2,000 D Common Stock Options $ 12.5 02/03/2017( 3 ) 02/03/2026 Common Stock 10,000 10,000 D Common Stock Options $ 13.5 03/02/2016( 4 ) 03/02/2025 Common Stock 2,000 2,000 D Common Stock Options $ 16 02/21/2015( 5 ) 02/21/2024 Common Stock 3,000 3,000 D Common Stock Options $ 12 01/01/2014( 6 ) 01/01/2023 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEAN HARRY E III 11325 RANDOM HILLS RD., SUITE 600 FAIRFAX, VA22030 X Signatures Lisa McCormick, POA for Harry E Dean, III 02/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )MVB Stock Options - 1/4 of shares become available 12/31/17, 12/31/18, 12/31/19 and 12/31/20, respectively ( 2 )Stock Options granted - 1/5 of the shares become exercisable 03/21/18, 03/21/19, 03/21/20, 03/21/21 and 03/21/22, respectively ( 3 )Stock Options granted. 1/5 of shares become available 02/03/17, 02/03/18, 02/03/19, 02/03/20 and 02/03/21, respectively ( 4 )Stock Options granted - 1/5 of the shares become exercisable 03/02/16, 03/02/17, 03/02/18, 03/02/19 and 03/02/20, respectively ( 5 )Stock Options granted - 1/5 of the options become exercisable 02/21/15, 02/21/16, 02/21/17, 02/21/18 and 02/21/19, respectively ( 6 )Stock Options granted - 1/5 of the shares become exercisable 01/01/14, 01/01/15, 01/01/16, 01/01/17 and 01/01/18, respectively

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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