MIDDLEFIELD BANC CORP — Director's Dealing 2017

Feb 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STACY DONALD L (Treasurer/CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Conditonal Stock Award	$40.55	A	212	Acquired	2017-04-17	Common Stock (212)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1041.317	Direct
Common Stock	19.109	Direct
Common Stock	1000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock (right to buy)	$37.00	2017-12-10	Common Stock (750)	750	Direct
Common Stock (right to buy)	$17.55	2021-05-09	Common Stock (2500)	2500	Direct
Conditional Stock Award	$33.61	2018-06-22	Common Stock (495)	495	Direct
Conditional Stock Award	$32.40	2019-03-01	Common Stock (532)	532	Direct

Footnotes

F1: Includes shares acquired under MBCN Dividend Reinvestment Plan.

F2: Shares held jointly with son.

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.