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CUSIP No. 32106V107 |
SCHEDULE 13G/A
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Page 3
of 7 Pages
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1
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NAME OF REPORTING PERSONS
Siena Capital Partners GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 32106V107
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SCHEDULE 13G/A
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Page 4
of 7 Pages
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| Item 1. | | (a) Name of Issuer |
First National Corporation
| | (b) Address of Issuer’s Principal
Executive Offices |
112 West King Street
Strasburg, Virginia 22657
| Item 2. | | (a) Name of Person Filing |
Siena Capital Partners I, L.P.
Siena
Capital Partners GP, LLC
| | (b) Address
of Principal Business Office, or, if none, Residence |
205 West Wacker Drive, Suite 1950B
Chicago,
IL 60606
Siena
Capital Partners I, L.P. is a Delaware limited partnership.
Siena
Capital Partners GP, LLC is a Delaware limited liability company.
| | | (d) Title of Class of Securities |
Common stock, par value $1.25 per share
32106V107
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CUSIP No. 32106V107
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SCHEDULE 13G/A
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Page 5
of 7 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 32106V107
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SCHEDULE 13G/A
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Page
6 of 7 Pages
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Item
4. Ownership
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: Siena Capital Partners I, L.P. may be deemed to beneficially own 316,343 shares of Common Stock and Siena Capital Partners GP, LLC may be deemed
to beneficially own 0 shares of Common Stock. Siena Capital Partners GP, LLC is the general partner of Siena Capital Partners I, L.P.
(b) Percent of class: Siena Capital Partners I, L.P. may be deemed to beneficially own 5.05%
of the Common Stock and Siena Capital
Partners GP, LLC may be deemed to beneficially own 0% of the Common Stock. The percentages are based on 6,260,934 shares of Common Stock
outstanding as of November 3, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 13, 2023.
(c) Number of shares as to which Siena Capital Partners I, L.P. has:
(i) Sole power
to vote or to direct the vote: 316,343
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 316,343
(iv) Shared
power to dispose or to direct the disposition of: 0
Number of shares as to which Siena Capital Partners GP, LLC has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or
to direct the disposition of: 0
Item
5. Ownership of Five Percent or Less of a Class
Not Applicable
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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CUSIP No. 32106V107
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SCHEDULE 13G/A
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Page 7
of 7 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
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Siena Capital Partners I, L.P. |
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By: |
/s/ David
Abraham |
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Name: |
David Abraham |
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Title: |
Manager |
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Siena Capital Partners GP, LLC |
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By: |
/s/ David
Abraham |
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Name: |
David Abraham |
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Title: |
Manager |
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