SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Connors George W IV

(Last)

(First)

(Middle)

C/O WASHINGTONFIRST BANKSHARES, INC.

11921 FREEDOM DRIVE, SUITE 250

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WashingtonFirst Bankshares, Inc. [ WFBI ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	02/13/2015		J	1,470⁽¹⁾	A	$0	30,971⁽²⁾	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)	4. Transaction Code (Instr. 8)	(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	$10.4762⁽³⁾	02/13/2015		J	1,928⁽¹⁾		⁽⁴⁾	06/18/2022	Common Stock	1,928	$0	40,515	D
Stock Option	$9.503⁽³⁾	02/13/2015		J	275⁽¹⁾		12/30/2010	12/30/2015	Common Stock	275	$0	5,787	D
Stock Option	$9.2871⁽³⁾	02/13/2015		J	137⁽¹⁾		04/12/2007	04/12/2015	Common Stock	137	$0	2,893	D
Stock Option	$12.0955⁽³⁾	02/13/2015		J	826⁽¹⁾		01/31/2013	01/31/2018	Common Stock	826	$0	17,361	D
Stock Option	$10.5333⁽³⁾	02/13/2015		J	375⁽¹⁾		⁽⁵⁾	05/20/2023	Common Stock	375	$0	7,875	D
Stock Option	$12.0958⁽³⁾	02/13/2015		J	551⁽¹⁾		01/26/2012	01/26/2017	Common Stock	551	$0	11,574	D
Restricted Stock	⁽⁶⁾	02/13/2015		J	65⁽¹⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	65	$0	1,955	D
Restricted Stock	⁽⁷⁾	02/13/2015		J	66⁽¹⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	66	$0	1,388	D
Restricted Stock	⁽⁸⁾	02/13/2015		J	93⁽¹⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	93	$0	1,953	D
Restricted Stock	⁽⁹⁾	02/13/2015		J	21⁽¹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	21	$0	462	D

Explanation of Responses:

1. A stock dividend of five percent was distributed on September 2, 2014.

2. Amount of Securities Beneficially Owned increased by 52 shares to correct an inadvertent error.

3. Exercise price adjusted to account for stock dividend distributed on September 2, 2014.

4. One hundred percent of the options vest on June 18, 2017.

5. Options vest annually in five equal installments commencing on May 20, 2013, fully vesting on May 20, 2018.

6. Restricted Stock Award: Restrictions lapse annually in five equal installments commencing April 24, 2012.

7. Restricted Stock Award: Restrictions lapse annually in five equal installments commencing April 27, 2011.

8. Restricted Stock Award: Restrictions on stock lapse annually in five equal installments commencing on May 15, 2015.

9. Restricted Stock Award: Restrictions lapse annually in five equal installments commencing April 19, 2010.

Remarks:

	/s/ Richard D. Horn, as Attorney-in-Fact	02/13/2015
	** 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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