SEC FORM 4/A

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^*

SPENCER EDWARD L JR

(Last)

(First)

(Middle)

P. O. BOX 3110

(Street)

AUBURN

36831-3110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUBURN NATIONAL BANCORPORATION, INC [ AUBN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/15/2015

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	12/02/2015		G		425	D	$0.00	621,767⁽¹⁾	D
common stock	05/14/2015		G	V	13,764	D	$0.00	0	I	By grantor retained annuity trust⁽²⁾
common stock	05/14/2015		G	V	13,764	A	$0.00	13,764	I	By revocable trust⁽²⁾⁽³⁾
common stock	02/03/2016		G	V	10,981	D	$0.00	0	I	By grantor retained annuity trust⁽⁴⁾
common stock	02/03/2016		G	V	10,981	A	$0.00	24,745	I	By revocable trust⁽³⁾⁽⁴⁾
common stock								65,892	I	By grantor retained annuity trust⁽⁵⁾
common stock								18,950	I	By spouse

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)

Explanation of Responses:

1. On December 2, 2015, the reporting person donated 425 shares of AUBN common stock to the E.L. Spencer, Jr. Foundation, a tax-exempt foundation of which the reporting person has no pecuniary interest. The reporting person previously reported the holdings of the foundation as indirect holdings. Also includes 27,716 shares distributed on May 14, 2015 from a 2009 five-year grantor retained annuity trust, 10,930 shares distributed on May 14, 2015 from a 2009 eight-year grantor retained annuity trust, 12,953 shares distributed on February 3, 2016 from a 2009 eight-year grantor retained annuity trust, 8,542 shares distributed on May 14, 2015 from a 2011 five-year grantor retained annuity trust, and 9,896 shares distributed on February 3, 2016 from a 2011 five-year grantor retained annuity trust, in each case pursuant to the terms of the respective trust. See notes (2), (4), and (5).

2. On December 23, 2009, the reporting person contributed 115,600 shares of AUBN common stock to a five-year grantor retained annuity trust for his benefit. Upon termination of the trust on May 14, 2015, 13,764 of the shares were transferred to a 2008 revocable trust for his benefit. These shares originally were reported as dispositions due to administrative error. The remaining 101,836 shares were previously distributed to the reporting person pursuant to the terms of the five-year grantor retained annuity trust and are reported in this Form 4 as directly owned.

3. Shares held by a 2008 revocable trust established for the benefit of the reporting person. The reporting person is the trustee of the trust and has sole voting and dispositive power with respect to these shares.

4. On January 31, 2011, the reporting person contributed 47,687 shares of AUBN common stock to a five-year grantor retained annuity trust for his benefit. Upon termination of the trust on February 3, 2016, 10,981 shares were transferred to a 2008 revocable trust for his benefit. These shares originally were reported as dispositions due to administrative error. The remaining 36,706 shares were previously distributed to the reporting person pursuant to the terms of the five-year grantor retained annuity trust and are reported in this Form 4 as directly owned.

5. On December 23, 2009, the reporting person contributed 115,600 shares of AUBN common stock to an eight-year grantor retained annuity trust for his benefit. Pursuant to the terms of the trust, 49,708 shares were previously distributed to the reporting person and are reported in this Form 4 as directly owned. The reporting person is trustee of the trust and has sole voting and dispositive power with respect to these shares.

Remarks:

	Edward L. Spencer, Jr.	04/06/2016
	** 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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