SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bogan Marc J

(Last) (First) (Middle)
10 COURTHOUSE SQUARE

(Street)
WARRENTON VA 20186

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FAUQUIER BANKSHARES, INC. [ FBSS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/17/2020 M 5,419 A (1) 22,516.511(2) D
Common Stock 12/17/2020 D 2,709(1) D $17.4 19,807.511 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Performance Stock Units (1) 12/17/2020 M 2,642 (1) (1) Common Stock 2,642 $0.00 0 D
Performance Stock Units (1) 12/17/2020 M 2,777 (1) (1) Common Stock 2,777 $0.00 0 D
Explanation of Responses:
1. On December 17, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Fauquier Bankshares, Inc. (the "Company") approved, effective December 17, 2020, the accelerated vesting of two performance stock unit awards previously granted to the reporting person, which were scheduled to vest on December 31, 2021 and December 31, 2022, respectively. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the reporting person of Section 280G of the Internal Revenue Code, in connection with the Company's pending merger with Virginia National Bankshares Corporation. Each performance stock unit is the equivalent of one share of the Company's common stock. On December 17, 2020, 2,709 of the reporting person's performance stock units were settled for cash and the remaining 2,710 were settled for an equal number of shares of the Company's common stock.
2. Includes 85.394 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's DRIP account since previous Form 4 filing and 67.428 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's ESPP account since previous Form 4 filing.
Remarks:
Tammy P. Frazier, Attorney in Fact for Marc J. Bogan 12/21/2020
** 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).
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