8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January  11, 2016

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	1-34242	23-2222567
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4 Brandywine Avenue, Downingtown, Pennsylvania		19335
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant's telephone number, including area code: (610) 269-1040

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

The information provided below in response to Item 8.01 of this Current Report on Form 8-K is also responsive to Item 5.02 of this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.02.

Item 8.01 Other Events

On January 11, 2016, DNB Financial Corporation announced the death of Chairman and Chief Executive Officer William S. Latoff.  A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release, dated January 11, 2016 of DNB Financial Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DNB Financial Corporation
January 11, 2016	By:	/s/ Gerald F. Sopp
		Name: Gerald F. Sopp
		Title: Chief Financial Officer and Executive Vice President

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated January 11, 2016 of DNB Financial Corporation

EX-99.1

DNB Financial Corporation

For further information, please contact:

Jonathan T. McGrain

SVP, Director of Sales and Marketing

(484) 359-3221

jmcgrain@dnbfirst.com FOR IMMEDIATE RELEASE

DNB Financial Corporation Announces the Death of Chairman and Chief Executive Officer William S. Latoff

DOWNINGTOWN, Pa. —  January 11, 2016 — DNB Financial Corporation (NASDAQ: DNBF), today announced the death of its Chairman and Chief Executive Officer William S. Latoff.

Mr. Latoff first became a Director of DNB Financial Corporation in 1998. He was also a Director and past Chairman of the Chester County Industrial Development Authority and Chairman of the Chester County Library Trust Board.  He was a Board Member of the Chester County Economic Development Council.  He was Chairman of the Nominating Advisory Committee of the Federal Reserve Bank of Philadelphia and was a member of the American Bankers Association's Public Affairs Committee.  Mr. Latoff recently received the Chester County Historical Society's Founder's Award and the Foundation for Catholic Education Supporting Chester County 2014 Hall of Fame Award. In 2015 he was  the recipient of the Chester County Council Boy Scouts of America's Distinguished Citizens Award.

William J. Hieb, President, said, "It is with great sadness that we learned this morning of Bill Latoff's passing. Bill has served as CEO of DNB Financial Corporation since 2004 and, through his vision and leadership, did so much to build and strengthen our company. Never satisfied with business and financial success alone, Bill's generosity and concern for others were the driving force behind DNB First's deep commitment to our community. All of us at DNB will miss him greatly, and we extend our deepest sympathy to his wife, Mary, and family."

The Company's board of directors will meet on an expedited basis to implement the Company's succession plan regarding the Chairman and CEO roles. DNB Financial Corporation is the parent of DNB First, National Association, one of the first nationally-chartered community banks to serve the greater Philadelphia region.

About DNB Financial Corporation

DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 12 locations. DNB First, which was founded in 1860, provides a broad array of consumer and business banking products, and offers brokerage and insurance services through DNB Investments & Insurance, and investment management services through DNB Investment Management & Trust. DNB Financial Corporation's shares are traded on Nasdaq's Capital Market under the symbol: DNBF.  We invite our customers and shareholders to visit our website at https://www.dnbfirst.com. DNB's Investor Relations site can be found at http://investors.dnbfirst.com/.