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*
CLINEBURG BERNARD H
(Last) (First) (Middle)
8270 GREENSBORO DRIVE
SUITE 500
(Street)
MCLEAN VA 22102
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARDINAL FINANCIAL CORP [ CFNL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2011
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 10/24/2011 M 9,231 A $3.25 89,751 D
Common Stock 10/24/2011 M 15,769 A $4.12 105,520 D
Common Stock 10/24/2011 S 25,000 D $10.67(1) 80,520 D
Common Stock 10/25/2011 M 1,000 A $3.25 81,520 D
Common Stocl 10/25/2011 M 34,231 A $4.12 115,751 D
Common Stock 10/25/2011 S 35,231 A $10.37(2) 80,520 D
Common Stock 10/26/2011 M 10,000 A $4.12 90,520 D
Common Stock 10/26/2011 S 10,000 D $10.45(3) 80,520 D
Common Stock 86,000 I By IRA
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
Stock Options $3.25 10/24/2011 M 9,231 05/03/2002 05/03/2012 Common Stock 9,231 $0 31,769 D
Stock Options $4.12 10/24/2011 M 15,769 05/03/2002 05/03/2012 Common Stock 15,769 $0 44,231 D
Stock Options $3.25 10/25/2011 M 1,000 05/03/2002 05/03/2012 Common Stock 1,000 $0 30,769 D
Stock Options $4.12 10/25/2011 M 34,231 05/03/2002 05/03/2012 Common Stock 34,231 $0 10,000 D
Stock Options $4.12 10/26/2011 M 10,000 05/03/2002 05/03/2012 Common Stock 10,000 $0 0 D
Explanation of Responses:
1. Weighted average sale price for prices ranging from $10.64 to $10.76. 4,705 shares were sold at $10.64; 5,477 shares were sold at $10.65 per share; 4,100 shares were sold at $10.66 per share; 4,200 shares were sold at $10.67 per share; 1,864 shares were sold at $10.68 per share; 431 shares were sold at $10.69 per share; 4,174 shares were sold at $10.75 per share; and 49 shares were sold at $10.76 per share.
2. Weighted average sale price for prices ranging from $10.20 to $10.48. 100 shares were sold at each of the following prices: $10.22, $10.23, $10.30, $10.31. $10.33, $10.445 and $10.465 per share; 200 shares were sold at each of the following prices: $10.35, $10.455 and $10.47; 225 shares were sold at $10.48 per share; 300 shares were sold at $10.46 per share; 400 shares were sold at $10.43 per share; 411 shares were sold at $10.425 per share; 600 shares were sold at $10.415 per share; 1,011 shares were sold at $10.42 per share; 1,500 shares were sold at $10.405 per share; 2,200 shares were sold at $10.44 per share; 3,738 shares were sold at $10.20 per share; 4,561 shares were sold at $10.41 per share; and 16,320 shares were sold at $10.40 per share.
3. Weighted average sale price for prices ranging from $10.45 to $10.48. 100 shares were sold at $10.467 per share; 200 shares were sold at each of the following prices: $10.465 and $10.48; 1,000 shares were sold at $10.455 per share; 1,100 shares were sold at each of the following prices: $10.46 and $10.47 per share; and 6,300 shares were sold at $10.45 per share.
Remarks:
/s/ Jennifer L. Deacon, Power of Attorney 10/26/2011
** 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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