FIRST NATIONAL CORP /VA/ — Major Shareholding Notification 2021

Feb 17, 2021

SC 13G/A 1 fxnc-sc13ga_021621.htm AMENDMENT TO FORM SC 13G

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

First National Corporation

Field: Rule-Page

Field: /Rule-Page

(Name of Issuer)

Common Stock, par value $1.25 per share

Field: Rule-Page

Field: /Rule-Page

(Titles of Class of Securities)

32106V107

Field: Rule-Page

Field: /Rule-Page

(CUSIP Number)

December 31, 2020

Field: Rule-Page

Field: /Rule-Page

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| ☒ | Rule
13d-1(b) |
| --- | --- |
| ☐ | Rule
13d-1(c) |

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 2 of 10

| 1 | NAME
OF REPORTING PERSON Fourthstone
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Missouri | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER 478,061 |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 478,061 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,061 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.84%
(1) | |
| 12 | TYPE
OF REPORTING PERSON IA | |

(1) Based on 4,858,217 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 9, 2020 based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020. Fourthstone LLC acquired the Issuer’s shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of changing or influencing the control of the Issuer.

Field: Page; Sequence: 2; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 3 of 10

| 1 | NAME
OF REPORTING PERSON Fourthstone
Master Opportunity Fund Ltd | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER 338,114 |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 338,114 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 338,114 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.96%
(2) | |
| 12 | TYPE
OF REPORTING PERSON OO | |

(2) Based on 4,858,217 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 9, 2020 based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

Field: Page; Sequence: 3; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 4 of 10

| 1 | NAME
OF REPORTING PERSON Fourthstone
GP LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Missouri | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER 127,304 |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 127,304 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,304 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.62%
(3) | |
| 12 | TYPE
OF REPORTING PERSON OO | |

(3) Based on 4,858,217 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 9, 2020 based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP.

Field: Page; Sequence: 4; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 5 of 10

| 1 | NAME
OF REPORTING PERSON Fourthstone
QP Opportunity Fund LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER 115,674 |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 115,674 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 115,674 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.38%
(4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(4) Based on 4,858,217 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 9, 2020 based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

Field: Page; Sequence: 5; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 6 of 10

| 1 | NAME
OF REPORTING PERSON Fourthstone
Small-Cap Financials Fund LP | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (c)
☐ (d)
☐ | |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER -
0 - |
| | 6 | SHARED
VOTING POWER 11,630 |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 11,630 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,630 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.24%
(4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

(5) Based on 4,858,217 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 9, 2020 based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

Field: Page; Sequence: 6; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 7 of 10

Item 1(a). Name of Issuer:

First National Corporation (the “ Issuer ”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

112 West King Street

Strasburg, Virginia 22657

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed by Fourthstone LLC, a Missouri Limited Liability Company and Investment Adviser (“ Fourthstone ”). The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands (“ Fourthstone Master Opportunity Fund ”), a Delaware Limited Partnership (“ Fourthstone QP Opportunity ”), a Missouri Limited Liability Company (“ Fourthstone GP,” General Partner of Fourthstone QP Opportunity), (each, a “ Reporting Person ” and, together, the “ Reporting Persons ”).

Fourthstone directly holds 478,061 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect.

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

The registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP is 13476 Clayton Road, St Louis, MO 63131.

Item 2(c). Citizenship:

See response to Item 4 of each of the cover pages.

Item 2(d). Titles of Classes of Securities:

Common Stock, par value $1.25 per share (“Common Stock”)

Field: Page; Sequence: 7; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 8 of 10

Item 2(e). CUSIP Number:

32106V107

ITEM 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

(a) ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ☒ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

(i)	☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j)	☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4. Ownership

| (a) | Amount
Beneficially Owned: |
| --- | --- |
| | See
responses to Item 9 on each cover page. |
| (b) | Percent
of Class: |
| | See
responses to Item 11 on each cover page. |

Field: Page; Sequence: 8; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 9 of 10

(c) Number of shares as to which such person has:

| (i) | Sole
power to vote or to direct the vote: See
responses to Item 5 on each cover page. |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: See
responses to Item 6 on each cover page. |
| (iii) | Sole
power to dispose or to direct the disposition of: |

| | See
responses to Item 7 on each cover page. |
| --- | --- |
| (iv) | Shared
power to dispose or to direct the disposition of: See
responses to Item 8 on each cover page. |

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not Applicable.

ITEM 10. Certification.

Not Applicable.

Field: Page; Sequence: 9; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 9 Field: /Sequence

Field: /Page

CUSIP No. 32106V107 13G/A Page 10 of 10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2021

| Fourthstone
LLC | |
| --- | --- |
| By: | /s/
Amy Stone |
| Name: | Amy
M. Stone |
| Title: | President |
| Fourthstone
Master Opportunity Fund Ltd | |
| By: | /s/
Amy M. Stone |
| Name: | Amy
M. Stone |
| Title: | President |

| Fourthstone
QP Opportunity Fund LP | |
| --- | --- |
| By: | Fourthstone
GP LLC, its General Partner |
| By: | /s/
Amy M. Stone |
| Name: | Amy
M. Stone |
| Title: | President |

Field: Page; Sequence: 10; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

Field: /Page