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^*

NELSON GARY D

(Last)

(First)

(Middle)

C/O SONOMA VALLEY BANCORP

202 WEST NAPA STREET

(Street)

SONOMA

95476

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SONOMA VALLEY BANCORP [ SBNK ]

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)
01/16/2004

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	01/16/2004		M		3,089	A	$8.191	51,445	I	By Nelson Family Trust
Common Stock	01/16/2004		M		3,089	A	$14.593	54,534	I	By Nelson Family Trust
Common Stock	01/16/2004		M		3,089	A	$11.753	57,623	I	By Nelson Family Trust
Common Stock	01/16/2004		M		12,356	A	$11.949	69,979⁽¹⁾⁽²⁾	I	By Nelson Family Trust

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)
Options	$8.191	01/16/2004		M			3,089	03/01/1997	03/01/2007	Common	3,089	$0	21,623	D
Options	$14.593	01/16/2004		M			3,089	03/01/1998	03/01/1998	Common	3,089	$0	18,534	D
Options	$11.753	01/16/2004		M			3,089	03/01/1999	03/01/1999	Common	3,089	$0	15,445	D
Options	$11.949	01/16/2004		M			3,089	03/01/2000	04/21/2009	Common	3,089	$0	12,356	D
Options	$11.949	01/16/2004		M			3,089	03/01/2001	04/21/2009	Common	3,089	$0	9,267	D
Options	$11.949	01/16/2004		M			3,089	03/01/2002	04/21/2009	Common	3,089	$0	6,178	D
Options	$11.949	01/16/2004		M			3,089	03/01/2003	04/21/2009	Common	3,089	$0	3,089	D

Explanation of Responses:

1. On July 17, 2003, Sonoma Valley Bancorp paid a dividend resulting in the reporting person's acquisition of 2,292 additional shares of common stock held indirectly by the Nelson Family Trust, 1 additional share held indirectly by the reporting person's son and 8 additional shares held indirectly in a trust account in which the reporting person's wife is the trustee. The shares acquired through the payment of a dividend are exempt pursuant to Rule 16a-9(a).

2. Additionally, the reporting person is deemed to beneficially own 21 shares of common stock held by the reporting person's son and 178 shares of common stock held in a trust account of which the reporting person's wife is the trustee.

	/s/ Gary D. Nelson by Mary Quade Dieter, POA	01/21/2004
	** 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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