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^*

Linton Sheila M

(Last)

(First)

(Middle)

C/O ACCESS NATIONAL CORPORATION

1800 ROBERT FULTON DRIVE, SUITE 300

(Street)

RESTON

20191

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCESS NATIONAL CORP [ ANCX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2019

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	02/01/2019		D		61,987.66	D	⁽¹⁾	0	D
common stock	02/01/2019		D		12,000	D	⁽¹⁾	0	I	By spouse
common stock	02/01/2019		D		11,348	D	⁽¹⁾	0	I	By spouse as Owner/President of Linton MotorSport, Inc.

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 to purchase	$23.87	01/24/2019		A		2,000		⁽²⁾	01/24/2024	common stock	2,000	$0.00	2,000	D
options to purchase	$17.96	02/01/2019		D			1,700	⁽³⁾	01/21/2020	common stock	1,700	⁽⁴⁾	0	D
options to purchase	$18.32	02/01/2019		D			1,800	⁽³⁾	01/21/2021	common stock	1,800	⁽⁵⁾	0	D
options to purchase	$27.82	02/01/2019		D			1,800	⁽³⁾	02/23/2022	common stock	1,800	⁽⁶⁾	0	D
options to purchase	$28.06	02/01/2019		D			1,000	⁽³⁾	10/23/2022	common stock	1,000	⁽⁷⁾	0	D
options to purchase	$29.51	02/01/2019		D			2,000	⁽³⁾	03/15/2023	common stock	2,000	⁽⁸⁾	0	D
options to purchase	$23.87	02/01/2019		D			2,000	⁽³⁾⁽⁹⁾	01/24/2024	common stock	2,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Reorganization between Union Bankshares Corporation ("Union") and issuer, dated October 4, 2018, as amended on December 7, 2018 (the "Merger Agreement"), pursuant to which the issuer was merged with and into Union effective February 1, 2019 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of common stock of the issuer was converted into 0.75 shares of Union common stock, with cash paid in lieu of fractional shares. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of common stock of the issuer.

2. This option vests in four equal installments as follows: 25% on 01/24/2020; 25% on 01/24/2021; 25% on 01/24/2022; and 25% on 01/24/2023.

3. Pursuant to the Merger Agreement, each option to purchase shares of issuer's common stock that was outstanding and unexercised immediately prior to the effective time of the Merger automatically converted into a stock option to purchase shares of Union common stock, with the number of underlying shares and the exercise price determined as set forth in the Merger Agreement. Except as otherwise set forth in this Form 4, each such stock option was already fully vested and exercisable or became fully vested and exercisable in connection with the Merger.

4. This option was converted into an option to purchase 1,275 shares of Union common stock for $23.95 per share.

5. This option was converted into an option to purchase 1,350 shares of Union common stock for $24.43 per share.

6. This option was converted into an option to purchase 1,350 shares of Union common stock for $37.10 per share.

7. This option was converted into an option to purchase 750 shares of Union common stock for $37.42 per share.

8. This option was converted into an option to purchase 1,500 shares of Union common stock for $39.35 per share.

9. This option was converted into an option to purchase 1,500 shares of Union common stock for $31.83 per share, and vests in four equal installments as follows: 25% on 01/24/2020; 25% on 01/24/2021; 25% on 01/24/2022; and 25% on 01/24/2023.

Remarks:

	Sheila M. Linton	02/05/2019
	** 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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