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 *

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)
Executive Vice President
(Last)          (First)          (Middle)

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

11/1/2017
(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   11/1/2017     D    10000   D   (1) 0   D    
Common Stock   11/1/2017     D    2000   D   (2) (3) 0   D    
Common Stock   11/1/2017     D    12000   D   (1) 0   I   By IRA  
Common Stock   11/1/2017     D    25262   D   (1) 0   I   By 401(k)  

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
Stock Options - ISO   $19.26   11/1/2017     D         6000      (4) 5/31/2018   Common Stock   6000     (4) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger and Reorganization, dated as of June 9, 2017 (the "Merger Agreement"), between Carolina Financial Corporation ("CARO") and the Issuer, pursuant to which the Issuer was merged with and into CARO effective November 1, 2017 (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
(2)  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 merger of First South Bancorp, Inc., with and into Carolina Financial Corporation.
(3)  Represents shares of vested restricted stock. Each such share was converted into the right to receive 0.5064 shares of CARO common stock (subject to the payment of cash in lieu of fractional shares) at the effective time of the Merger.
(4)  On November 1, 2017, pursuant to the Merger Agreement, at the effective time of the Merger, each unvested stock option that was outstanding immediately prior to the effective time of the Merger vested and was converted, at the election of the option holder, into the right to acquire shares of CARO common stock, as adjusted to reflect the exchange ratio of 0.5064.

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

Executive Vice President

Signatures
/s/ John F. Nicholson, Jr. 11/2/2017
** 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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