SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BAYES VIRGINIA R

(Last)

(First)

(Middle)

404 PEOPLE PLACE

(Street)

CHARLOTTESVILLE

22911

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2023

3. Issuer Name and Ticker or Trading Symbol
Virginia National Bankshares Corp [ VABK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Banking Officer & EVP

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,762.924⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option 2018-03-ISO (right to buy)	⁽²⁾	05/17/2028	Common Stock	5,512	$42.62	D
Employee stock option 2020-02-ISO (right to buy)	⁽³⁾	09/22/2030	Common Stock	10,000	$23.75	D
Employee stock option 2021-01-ISO (right to buy)	⁽⁴⁾	09/29/2031	Common Stock	4,400	$36.14	D

Explanation of Responses:

1. 2,625 shares of this balance are restricted. 625 shares vest in equal installments on May 8, 2024 and May 8, 2025. 2,000 shares vest in equal installments on November 1, 2024, November 1, 2025, November 1, 2026 and November 1, 2027.

2. The option vested in five equal annual installments beginning May 17, 2019 and is therefore fully vested.

3. The option vests in five equal annual installments beginning September 23, 2021.

4. The option vests in four equal annual installments beginning September 30, 2022.

	/s/ Tara Y. Harrison, Attorney-in-Fact	12/20/2023
	** 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 5 (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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