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 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 *

NICHOLSON JOHN F JR 		2. Issuer Name and Ticker or Trading Symbol

FIRST SOUTH BANCORP INC /VA/ [ FSBK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP - Chief Credit Officer
(Last)          (First)          (Middle)

103 S. DIMOCK ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/25/2017
(Street)

WASHINGTON, NC 27889
(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                  2000   (1) D    
Common Stock   10/25/2017     M    3000   A $10.91   4000   D    
Common Stock   10/25/2017     M    6000   A $5.40   10000   D    
Common Stock                  25262   (2) I   By 401(k)  
Common Stock                  12000   I   By IRA  

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
Right to Buy Options -ISO   $10.91   10/25/2017     M         3000      (3) 2/25/2020   Common Stock   3000   $0   0   D    
Right to Buy Options -ISO   $5.40   10/25/2017     M         6000      (4) 2/28/2021   Common Stock   6000   $0   0   D    

Explanation of Responses:
(1)  2,000 shares of Restricted Stock were granted on February 14, 2014. The shares vest and become earned in four equal annual installments of 500 shares each, beginning on February 14, 2015. The final vesting date of the last 500 share installment was accelerated to September 30, 2017, in connection with the pending merger of First South Bancorp, Inc., with and into Carolina Financial Corporation.
(2)  Between the date of Reporting Person's last Form 4 filing (2/14/14) and the date of the current filing, a total of 4,442 shares of the Issuer's common stock were acquired under the 401(k) plan.
(3)  The option vested and became exercisable in three equal annual installments beginning on February 25, 2011, as follows: 1,000 of the shares subject to the option vested on each of February 25, 2011, 2012, and 2013.
(4)  The option vested and became exercisable in three equal annual installments beginning on February 28, 2012, as follows: 2,000 of the shares subject to the option vested on each of February 28, 2012, 2013, and 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
NICHOLSON JOHN F JR
103 S. DIMOCK ROAD
WASHINGTON, NC 27889

EVP - Chief Credit Officer

Signatures
/s/ John F. Nicholson, Jr. 10/27/2017
** 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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