SEC FORM 4

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^*

DALTON BEVERLEY E

(Last)

(First)

(Middle)

590 PETER JEFFERSON PARKWAY

SUITE 250

(Street)

CHARLOTTESVILLE

22911

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
StellarOne CORP [ STEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2008		A		2,994	A	⁽¹⁾	2,294	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$14.55	02/28/2008		A		1,902		02/28/2008	05/14/2012	Common Stock	1,902	⁽²⁾	1,902	D
Stock Option	$16.98	02/28/2008		A		1,902		02/28/2008	05/12/2013	Common Stock	1,902	⁽³⁾	1,902	D
Stock Option	$16.16	02/28/2008		A		1,902		02/28/2008	05/11/2014	Common Stock	1,902	⁽⁴⁾	1,902	D
Stock Option	$15.81	02/28/2008		A		1,383		02/28/2008	05/10/2015	Common Stock	1,383	⁽⁵⁾	1,383	D

Explanation of Responses:

1. Received in exchange for shares of FNB Corporation common stock in connection with merger of FNB Corporation and Virginia Financial Group, Inc. (the "Merger"), based on an exchange ratio of 1.585 shares of StellarOne Corporation common stock for each share of FNB Corporation common stock and cash in lieu of fractional shares based on the closing price of Virginia Financial Group, Inc.'s common stock on 2/27/08 ($17.10).

2. Received in the Merger in exchange for stock option to acquire 1,200 shares of FNB Corporation common stock for $23.05 per share.

3. Received in the Merger in exchange for stock option to acquire 1,200 shares of FNB Corporation common stock for $26.90 per share.

4. Received in the Merger in exchange for stock option to acquire 1,200 shares of FNB Corporation common stock for $25.60 per share.

5. Received in the Merger in exchange for stock option to acquire 873 shares of FNB Corporation common stock for $25.05 per share.

Remarks:

	Christine L. Lewis, as attorney-in-fact for Beverley E. Dalton	03/03/2008
	** 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.
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