8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 15, 2013

Middlefield Banc Corp.

(Exact name of registrant specified in its charter)

Ohio	000-32561	34-1585111
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15985 East High Street Middlefield, Ohio	44062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (440) 632-1666

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 (see General Instruction A.2. below):

¨ 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 7.01: Regulation FD Disclosure

The slide presentation included as an exhibit to this Form 8-K Current Report will be used at the 2013 Annual Meeting of Shareholders. The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01(d) Exhibits.

99.1 Presentation to 2013 Annual Meeting of Shareholders

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.

	Middlefield Banc Corp.
Date: May 15, 2013	/s/ James R. Heslop, II
	Executive Vice President and Chief Operating Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation to 2013 Annual Meeting of Shareholders

EX-99.1

Exhibit 99.1

Annual Shareholders' MeetingMay 15, 2013

Board of Directors Thomas G. CaldwellRichard T. CoyneJames R. Heslop, IIEric HummelKenneth E. Jones James J. McCaskeyWilliam J. SkidmoreJoseph J. ThomasRobert W. TothCarolyn J. TurkDarryl Mast * *Director Nominee

Thomas G. Caldwell President/CEOJames R. Heslop, II EVP/COODonald L. Stacy SVP/CFOTeresa M. Hetrick Senior Vice PresidentJay P. Giles Senior Vice PresidentDennis E. Linville Senior Vice PresidentAlfred F. Thompson, Jr. Vice President The Middlefield Banking CompanySenior Management Team

James L. Long President/CEODonald L. Stacy CFO and TreasurerJoe T. Glassco Vice PresidentLaura E. Neale Assistant Vice President Emerald BankManagement Team

Thomas G. CaldwellPresident & Chief Executive Officer Annual Shareholder Presentation

Statements contained in this presentation, which are not historical facts, are forward-looking statements, as that item is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission. Forward Looking Statements

Middlefield Banc Corp. Footprint

Deposit Market Share By County - as of June 30, 2012

Deposit Market Share

Total Assets

Net Loans Outstanding

Loan Portfolio Composition

Asset Quality

Deposits

Deposit Composition (CHART)

Balance Sheet Growth

Equity Capital

December 31, 2012 Capital Ratios

Operating Results

Net Income

Return on Average Equity

Earnings Per Share

Trends and Profitability

Trends and Profitability

2012 Highlights Net Income Increased 52%Nonperforming Assets Decreased 40%Stock Price Rose 46%Per Share Cash Dividend of $1.04

2013 Initiatives Quality Loan GrowthLeverage TechnologyExpand Non-interest IncomeRetain, Attract and Develop High Quality AssociatesContinue Building Brand Recognition

2013 Challenges Quality Loan GrowthRegulatory ComplianceNet Interest MarginEconomy

Thank You for your supportMay 15, 2013