FIRST NATIONAL CORP /VA/ — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIRST NATIONAL CORP /VA/ (FXNC)
CIK: 0000719402
Period of Report: 2014-11-21

Reporting Person: Smith Gerald F JR (Director, Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	Common Stock	S	245124	$6	Disposed	397779	Indirect
2014-11-21	Common Stock	S	245124	$6	Disposed	152655	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	500	Direct
Common Stock	900	Indirect
Common Stock	800	Indirect
Common Stock	800	Indirect
Common Stock	3100	Indirect
Common Stock	4600	Indirect

Footnotes

F1: On November 21, 2014, the G.F. Smith Jr. Revocable Trust, of which the reporting person serves as trustee, sold 245,124 shares of the issuer's common stock each to two family trusts, of which the reporting person is not a trustee, for estate planning purposes.

F2: The sales price per share is estimated as of November 21, 2014 and is subject to adjustment. The final sales price per share will be determined pursuant to a valutation performed by an independent financial advisor retained by the reporting person, with such valuation including an evaluation of trading discounts appropriate for large block transactions in equity securities with similar trading characteristics. If the final sales price per share is not $6.00, the reporting person undertakes to amend this Form 4 to provide the final sales price per share as determined by the independent financial advisor.

F3: The reporting person serves as a co-trustee of this irrevocable trust.

F4: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.