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MIDDLEFIELD BANC CORP Director's Dealing 2017

Feb 17, 2017

33530_dirs_2017-02-17_3556bd46-6981-48de-bca6-49ad585a0fc0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MIDDLEFIELD BANC CORP (MBCN)
CIK: 0000836147
Period of Report: 2017-02-13

Reporting Person: CALDWELL THOMAS G (Director, President/Chief Executive Offi)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-02-13 Conditional Stock Award $40.55 A 345 Acquired 2017-04-17 Common Stock (345) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 14222 Direct
Common Stock 238.446 Indirect
Common Stock 115 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock option (right to buy) $23.00 2018-11-10 Common Stock (1000) 1000 Direct
Stock option (right to buy) $23.00 2018-11-10 Common Stock (1500) 1500 Direct
Stock option (right to buy) $17.55 2021-05-09 Common Stock (2500) 2500 Direct
Conditional stock award $33.61 2018-06-22 Common Stock (814) 814 Direct
Conditional Stock Award $32.40 2019-03-01 Common Stock (865) 865 Direct

Footnotes

F1: Includes shares held jointly with spouse.

F2: Includes shares acquired under the MBCN Dividend Reinvestment Plan.

F3: 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.

F4: 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 March 4, 2016.

F5: 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. The details of the vesting conditions may be found in a Form 8-K filing dated February 16, 2017.