X0306 4 2020-12-17 0 0001083643 FAUQUIER BANKSHARES, INC. FBSS 0001438274 Bogan Marc J 10 COURTHOUSE SQUARE WARRENTON VA 20186 1 1 0 0 President and CEO Common Stock 2020-12-17 4 M 0 5419 A 22516.511 D Common Stock 2020-12-17 4 D 0 2709 17.40 D 19807.511 D Performance Stock Units 2020-12-17 4 M 0 2642 0.00 D Common Stock 2642 0 D Performance Stock Units 2020-12-17 4 M 0 2777 0.00 D Common Stock 2777 0 D On December 17, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Fauquier Bankshares, Inc. (the "Company") approved, effective December 17, 2020, the accelerated vesting of two performance stock unit awards previously granted to the reporting person, which were scheduled to vest on December 31, 2021 and December 31, 2022, respectively. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the reporting person of Section 280G of the Internal Revenue Code, in connection with the Company's pending merger with Virginia National Bankshares Corporation. Each performance stock unit is the equivalent of one share of the Company's common stock. On December 17, 2020, 2,709 of the reporting person's performance stock units were settled for cash and the remaining 2,710 were settled for an equal number of shares of the Company's common stock. Includes 85.394 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's DRIP account since previous Form 4 filing and 67.428 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's ESPP account since previous Form 4 filing. Tammy P. Frazier, Attorney in Fact for Marc J. Bogan 2020-12-21