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^*

DAVIS DR JAMES A

(Last)

(First)

(Middle)

112 WEST KING STREET

(Street)

STRASBURG

22657

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NATIONAL CORP /VA/ [ FXNC ]

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)
06/29/2012

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	06/29/2012		X		5,167	A	$4	10,335.076	D
Common Stock	06/29/2012		X		300	A	$4	616.9298	I	Custodial Acct FBO BJD
Common Stock	06/29/2012		X		300	A	$4	455.8672	I	Custodial Acct FBO FED
Common Stock	06/29/2012		X		300	A	$4	481.8444	I	Custodial Acct FBO JHD
Common Stock	06/29/2012		X		300	A	$4	616.9298	I	Custodial Acct FBO LBD
Common Stock	06/29/2012		X		300	A	$4	616.9298	I	Custodial Acct FBO SBD
Common Stock	06/29/2012		X		300	A	$4	575.3655	I	Custodial Acct FBO AGD
Common Stock	06/29/2012		X		300	A	$4	455.8672	I	Custodial Acct FBO THD
Common Stock	06/29/2012		X		300	A	$4	455.8672	I	Custodial Acct FBO CLL

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)
Subscription Rights⁽¹⁾	$4	06/29/2012		X			5,167	05/04/2012	06/29/2012	Common Stock	5,167	$0	0	D
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO BJD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO FED
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO JHD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO LBD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO SBD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO AGD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO THD
Subscription Rights⁽¹⁾	$4	06/29/2012		X			300	05/04/2012	06/25/2012	Common Stock	300	$0	0	I	Custodial Acct FBO CLL

Explanation of Responses:

1. Subscription rights distributed to holders of common stock, par value $1.25 per share, of First National Corporation (the "Company") as of the close of business on May 4, 2012, to purchase shares of the Company's common stock at a subscription price of $4.00 per share (the "Rights Offering") by exercising the basic subscription rights and over-subscription privilege in the Rights Offering. The Rights Offering expired at 5:00 p.m., Eastern Daylight Time, on June 25, 2012 and closed on June 29, 2012.

	M. Shane Bell, by Power of Attny	07/03/2012
	** 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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