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):  October 27, 2010

___________

MIDDLEBURG FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	0-24159 (Commission File Number)		54-1696103 (I.R.S. Employer Identification No.)
111 West Washington Street Middleburg, Virginia (Address of principal executive offices)		20117 (Zip Code)

Registrant’s telephone number, including area code: (703) 777-6327

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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On October 27, 2010, Middleburg Financial Corporation (the “Company”) and David L. Sokol entered into the First Amendment to Stock Purchase Agreement (the “First Amendment”), amending the Stock Purchase Agreement, dated March 27, 2009, between the Company and Mr. Sokol (the “Original Agreement”).  The Original Agreement provided, among other things, that Mr. Sokol could not beneficially own, individually or through an affiliated group or entity, more than 20% of the Company’s common stock without the prior consent of the Company’s board of directors. The First Amendment increases this beneficial ownership limitation from 20% to 30%, thereby providing Mr. Sokol with additional flexibility to make open market purchases of the Company’s common stock if he so desires. The Fir st Amendment does not otherwise amend the Original Agreement.

The above summary of the First Amendment is qualified in its entirety by the full text of the First Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
10.1	First Amendment to Stock Purchase Agreement, dated October 27, 2010, between Middleburg Financial Corporation and David L. Sokol.

SIGNATURES

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

	MIDDLEBURG FINANCIAL CORPORATION
		(Registrant)
Date:  October 28, 2010	By:	/s/ Jeffrey H. Culver
		Jeffrey H. Culver
		Executive Vice President, Chief Operating
		Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	First Amendment to Stock Purchase Agreement, dated October 27, 2010, between Middleburg Financial Corporation and David L. Sokol.

EX-10.1

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 27, 2010, by and between MIDDLEBURG FINANCIAL CORPORATION (the “Corporation”) and DAVID L. SOKOL (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Corporation and the Purchaser are parties to that certain Stock Purchase Agreement, dated as of March 27, 2009, (the “Stock Purchase Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Stock Purchase Agreement), pursuant to which the Purchaser acquired and the Corporation sold shares of the Corporation’s common stock to the Purchaser; and

WHEREAS, the Corporation and the Purchaser desire to amend the Stock Purchase Agreement to increase the ownership percentage of the Corporation’s common stock that the Purchaser may hold.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Corporation and the Purchaser agree as follows:

1.           Amendment. Section 6 of the Stock Purchase Agreement is hereby amended by replacing “20%” with “30%”.

2.           Effect of Amendment.  Except as set forth expressly herein, all terms of the Stock Purchase Agreement, as amended hereby, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the parties.

3.           Governing Law.   This Amendment shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Virginia.

4.           Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

5.           Binding Nature.  This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns.

6.           Entire Understanding.  This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotia­tions or agreements, whether written or oral, with respect thereto.

 [Signature Pages To Follow]

IN WITNESS WHEREOF, the parties below have caused this Agreement to be executed as of the date first written above.

	PURCHASER
Date: October 27, 2010	By:	/s/ David L. Sokol
		David L. Sokol
	MIDDLEBURG FINANCIAL CORPORATION
Date: October 27, 2010	By:	/s/ Gary R. Shook
		Gary R. Shook