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
                                                                                  
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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 * MORONEY BRUCE E 2. Issuer Name and Ticker or Trading Symbol DNB FINANCIAL CORP /PA/ [ DNBF ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP
(Last)         (First)         (Middle)
4 BRANDYWINE AVE
3. Date of Earliest Transaction (MM/DD/YYYY)
11/30/2019
(Street)
DOWNINGTOWN, PA 19335
(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
DNBF Common Stock $1 Par Value  11/30/2019    D    18110  D  (1) 0  D   

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

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and between Issuer and S&T Bancorp, Inc. ("S&T"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each award of restricted shares of Issuer common stock vested in full, all restrictions thereon lapsed, and each such award was converted into the right to receive 1.22 shares of common stock, par value $2.50 per share, of S&T having a market value of $37.72 per share on the effective time of the Merger.

Remarks:
The reporting person's status as an insider terminated 11/30/2019 and therefore is no longer subject to Section 16.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MORONEY BRUCE E
4 BRANDYWINE AVE
DOWNINGTOWN, PA 19335


EVP

Signatures
/s/ Gerald F Sopp for Bruce E Moroney 12/3/2019
**Signature of Reporting Person Date
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