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*
WINFREE THOMAS W

(Last) (First) (Middle)
PO BOX 330

(Street)
MIDLOTHIAN VA 23113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Village Bank & Trust Financial Corp. [ VBFC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President/CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2009
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 01/27/2009 A 8,667(1) A $0 62,037 D
Common Stock 666 I By IRA
Common Stock 200 I By Son
Common Stock 1,323 I By Roth 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 $8.5 09/18/2004 09/18/2011 Common Stock 9,145 9,145 D
Stock Options $8.8 08/19/2005 08/19/2012 Common Stock 5,000 5,000 D
Stock Options $12.5 07/19/2007 07/19/2014 Common Stock 10,000 10,000 D
Stock Options $11.96 04/26/2008 04/26/2015 Common Stock 10,000 10,000 D
Stock Options $12.75 12/20/2005 12/20/2015 Common Stock 4,650 4,650 D
Stock Options $12.5 06/12/2009 06/12/2016 Common Stock 4,500 4,500 D
Stock Options $6 10/28/2011 10/28/2018 Common Stock 5,000 5,000 D
Common Stock $6 10/28/2008 10/28/2018 Common Stock 7,855 7,855 D
Explanation of Responses:
1. The insider was granted a restricted stock award on January 27, 2009 for 8,667 shares with the following vesting schedule: 25% vesting on the firsrt and second anniversary date of award, and 50% vesting on the third anniversary date of award.
/s/ Thomas W. Winfree 02/26/2010
** 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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