UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

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Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

 

 

First National Corporation

(Name of Issuer)

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Common Stock, $1.25 par value

(Title of Class of Securities)

 

 

 

 

December 31, 2017

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(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 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 ("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).

First National Corporation

112 West King Street

Strasburg, VA 22657

 

First National Corporation Employee Stock Ownership Plan

112 West King Street

Strasburg, VA 22657

Virginia

Common Stock, $1.25 par value

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:

(f)  An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(a)	Amount beneficially owned:  230,846 shares of Common Stock

(b)	Percent of class:  4.7% (based on 4,945,702 shares of Common Stock outstanding as of December 31, 2017)

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

(i)	Sole power to vote or to direct the vote:  0

(ii)	Shared power to vote or to direct the vote:  230,846

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)	Shared power to dispose or to direct the disposition of:  230,846

The First National Corporation Employee Stock Ownership Plan (the "ESOP") is an employee benefit plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with individual accounts for the benefit of participating employees and their beneficiaries. The ESOPs assets are held in trust by the First National Corporation Employee Stock Ownership Trust (the "Trust"), of which Elizabeth H. Cottrell, Scott C. Harvard, and James R. Wilkins, III are currently trustees (the "Plan Trustees"). The number of shares listed as beneficially owned represents the number of shares of Common Stock held in the ESOP by the Trust as of December 31, 2017. As of December 31, 2017, all of the 230,846 shares of Common Stock held in the ESOP were allocated to individual accounts established for participating employees and their beneficiaries. There were no unallocated shares of Common Stock held in the ESOP as of December 31, 2017.

Participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts through the Plan Trustees with respect to any corporate matter which involves the voting of such shares at a shareholder meeting and which constitutes a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business or a similar transaction. Except for corporate matters otherwise described above, shares of Common Stock in the trust shall be voted by the Plan Trustees in the manner directed by the Plan Administrator, currently Dennis A. Dysart. Unallocated shares of Common Stock held by the ESOP, if any, are voted in the manner determined by the Plan Administrator. As a result of such shared voting power, the shares of Common Stock held in the ESOP are included in the shares beneficially owned by the ESOP.

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 5 percent of the class of securities, check the following .

 

See Item 4 above.

Subject to the terms and conditions of the ESOP, cash dividends on Common Stock allocated to accounts of participating employees and their beneficiaries will be allocated to the respective other investment accounts of such participants. No individual participant has an interest in excess of 5% of the class of securities reported herein.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.