Statement of Changes in Beneficial Ownership (4)

Date : 02/05/2019 @ 11:38PM
Source : Edgar (US Regulatory)
Stock : Access National Corp. (ANCX)
Quote : 23.61  0.0 (0.00%) @ 12:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Edgemond John W IV
2. Issuer Name and Ticker or Trading Symbol

ACCESS NATIONAL CORP [ ANCX ]
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)

C/O ACCESS NATIONAL CORPORATION, 1800 ROBERT FULTON DRIVE, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2019
(Street)

RESTON, VA 20191
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/1/2019     D    11226   D   (1) 0   D    
common stock   2/1/2019     D    84091.05   D   (1) 0   I   By John W. Edgemond Trust dated 3/15/05.  
common stock   2/1/2019     D    7512   D   (1) 0   I   By spouse.  
common stock   2/1/2019     D    14159.72   D   (1) 0   I   As Custodian for minor children.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
options to purchase   $17.96   2/1/2019     D         1250      (2) 1/21/2020   common stock   1250     (3) 0   D    
options to purchase   $18.32   2/1/2019     D         2500      (2) 1/21/2021   common stock   2500     (4) 0   D    
options to purchase   $27.82   2/1/2019     D         5000      (2) 2/23/2022   common stock   5000     (5) 0   D    
options to purchase   $29.51   2/1/2019     D         1345      (2) 3/15/2023   common stock   1345     (6) 0   D    
options to purchase   $28.92   2/1/2019     D         2478      (2) 6/28/2023   common stock   2478     (7) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Reorganization between Union Bankshares Corporation ("Union") and issuer, dated October 4, 2018, as amended on December 7, 2018 (the "Merger Agreement"), pursuant to which the issuer was merged with and into Union effective February 1, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of common stock of the issuer was converted into 0.75 shares of Union common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of common stock of the issuer.
(2)  Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a stock option to purchase shares of Union common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Except as otherwise set forth in this Form 4, each such stock option was already fully vested and exercisable or became fully vested and exercisable in connection with the Merger.
(3)  This option was converted into an option to purchase 937 shares of Union common stock for $23.95 per share.
(4)  This option was converted into an option to purchase 1,875 shares of Union common stock for $24.43 per share.
(5)  This option was converted into an option to purchase 3,750 shares of Union common stock for $37.10 per share.
(6)  This option was converted into an option to purchase 1,008 shares of Union common stock for $39.35 per share.
(7)  This option was converted into an option to purchase 1,858 shares of Union common stock for $38.56 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Edgemond John W IV
C/O ACCESS NATIONAL CORPORATION
1800 ROBERT FULTON DRIVE, SUITE 300
RESTON, VA 20191
X



Signatures
Sheila M. Linton, as attorney-in-fact for John W. Edgemond IV 2/5/2019
** Signature of Reporting Person Date


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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