FIRST NATIONAL CORP /VA/ — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST NATIONAL CORP /VA/ (FXNC)
CIK: 0000719402
Period of Report: 2012-06-29

Reporting Person: Smith Gerald F JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	X	500000	$4	Acquired	642903	Direct
2012-06-29	Common Stock	X	200	$4	Acquired	900	Indirect
2012-06-29	Common Stock	X	2500	$4	Acquired	3100	Indirect
2012-06-29	Common Stock	X	4000	$4	Acquired	4600	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-29	Subscription Rights	$4	X	500000	Disposed	2012-06-25	Common Stock (500000)	Direct
2012-06-29	Subscription Rights	$4	X	200	Disposed	2012-06-25	Common Stock (200)	Indirect
2012-06-29	Subscription Rights	$4	X	2500	Disposed	2012-06-25	Common Stock (2500)	Indirect
2012-06-29	Subscription Rights	$4	X	4000	Disposed	2012-06-25	Common Stock (4000)	Indirect

Footnotes

F1: Owns an additional 500 direct shares and 2,100 indirect shares.

F2: Subscription rights distributed to holders of common stock, par value $1.25 per share, of First National Corporation (the "Company") as of the close of business on May 4, 2012, to purchase shares of the Company's common stock at a subscription price of $4.00 per share (the "Rights Offering") by exercising the basic subscription rights and over-subscription privilege in the Rights Offering. The Rights Offering expired at 5:00 p.m., Eastern Daylight Time, on June 25, 2012 and closed on June 29, 2012.