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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-13	Conditional Stock Award	$40.55	A	266	Acquired	2017-04-17	Common Stock (266)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7799.196	Direct
Common Stock	566.204	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock (right to buy)	$23.00	2018-11-10	Common Stock (775)	775	Direct
Common Stock (right to buy)	$17.55	2021-05-09	Common Stock (1950)	1950	Direct
Conditional Stock Award	$33.61	2018-06-22	Common Stock (628)	628	Direct
Conditional Stock Award	$32.40	2019-03-01	Common Stock (668)	668	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.

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 March 4, 2016.

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