MIDDLEFIELD BANC CORP — Director's Dealing 2015

Dec 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEFIELD BANC CORP (MBCN)
CIK: 0000836147
Period of Report: 2015-12-02

Reporting Person: HESLOP JAMES R II (Director, Exec. Vice President/COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-02	Common Stock	M	150	$17.55	Acquired	7112.269	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	544.158	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy)	$36.73	2015-12-12	Common Stock (1653)	1653	Direct
Stock option (right to buy)	$40.24	2016-12-11	Common Stock (525)	525	Direct
Common stock (right to buy)	$23.00	2018-11-10	Common Stock (1000)	1000	Direct
Common stock (right to buy)	$17.55	2021-05-09	Common Stock (2100)	2100	Direct
Conditional Stock Award (2)	$33.61	2018-06-22	Common Stock (628)	628	Direct

Footnotes

F1: Includes shares acquired under the MBCN Dividend Reinvestment Plan.

F2: Until the award vests, the award confers no right to vote, no right to dividends, and no other shareholder rights to the recipient. Vesting is subject to a time-based or service condition and a performance-based condition. The details of the vesting conditions may be found in a Form 8-K filing dated June 24, 2015.