Sec Form 4 Filing - CULVER JEFFREY @ MIDDLEBURG FINANCIAL CORP - 2017-04-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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The following is an SEC EDGAR document rendered as filed.
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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 *
CULVER JEFFREY
2. Issuer Name and Ticker or Trading Symbol
MIDDLEBURG FINANCIAL CORP [ MBRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and COO
(Last)
(First)
(Middle)
111 W WASHINGTON STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2017
(Street)
MIDDLEBURG, VA20117
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 04/01/2017 F 8,427 D $ 40.04 36,008 ( 1 ) D
Common Stock 04/01/2017 D 36,008 D 0 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
Employee Stock Option $ 14 04/01/2017 D 5,073 ( 3 ) 03/16/2019 Common Stock 5,073 $ 26.04 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CULVER JEFFREY
111 W WASHINGTON STREET
MIDDLEBURG, VA20117
EVP and COO
Signatures
Peggy P. Cook, Power of Attorney 04/04/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Corrected to reflect shares that were inadvertently omitted from previous Forms 4 filed by the reporting person.
( 2 )Effective April 1, 2017, pursuant to an Agreement and Plan of Reorganization, dated as of October 21, 2016 (the "Merger Agreement"), by and among Middleburg Financial Corporation ("Middleburg") and Access National Corporation ("Access"), Middleburg merged with and into Access, with Access as the surviving company (the "Merger"). In the Merger, each share of Middleburg's common stock converted into 1.3314 shares of Access's common stock.
( 3 )This option, which vested 25% on March 16, 2010, 25% on March 16, 2011 and the remaining 50% on March 16, 2012, was cancelled in the merger in exchange for a cash payment of $132,100, representing the difference between the closing price of Middleburg common stock on March 31, 2017 of $40.04 and the exercise price of the option.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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