| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST COMMUNITY BANKSHARES INC /VA/ [ FCBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/29/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| COMMON STOCK | 11,664(1) | D | ||||||||
| COMMON STOCK | 25,537(1) | D(2) | ||||||||
| COMMON STOCK | 8,451(3) | I | By Employee Stock Ownership & Savings Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| RESTRICTED STOCK UNITS | (4) | (5) | (5) | COMMON STOCK | 6,436 | 6,436 | D | ||||||||
| RESTRICTED STOCK UNITS | (6) | (5) | (5) | COMMON STOCK | 7,394 | 7,394 | D | ||||||||
| RESTRICTED STOCK UNITS | (7) | 05/29/2024 | A | 5,728 | (5) | (5) | COMMON STOCK | 5,728 | $0 | 5,728 | D | ||||
| STOCK OPTION | $24.65 | 12/31/2002(8) | (9) | COMMON STOCK | 865 | 865 | D | ||||||||
| STOCK OPTION | $29.15 | 12/31/2003(8) | (9) | COMMON STOCK | 3,025 | 3,025 | D | ||||||||
| STOCK OPTION | $33 | 03/31/2022(10) | 03/19/2031 | COMMON STOCK | 15,799 | 15,799 | D | ||||||||
| PHANTOM STOCK | (11) | (11) | (11) | COMMON STOCK | 15,968 | 15,968 | I | By 401k Wrap | |||||||
| Explanation of Responses: |
| 1. Shares were transferred from individual account to joint account. |
| 2. Owned jointly with spouse. |
| 3. Shares were acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment. |
| 4. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. The restricted stock units cliff vest on May 24, 2025 based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2025 and the continued employment of the reporting person. |
| 5. The restricted stock units vest in three years. |
| 6. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. The restricted stock units cliff vest on May 23, 2026 based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2026 and the continued employment of the reporting person. |
| 7. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. The restricted stock units cliff vest on May 29, 2027 based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2027 and the continued employment of the reporting person. |
| 8. Stock options vest and become exercisable in seven equal annual installments beginning with the date listed. |
| 9. Stock options are exercisable until 5 years after retirement at or after age 62, disability or death. If employment is terminated other than by retirement at or after 62, disability or death vested options must be exercised within 90 days after the effective date of termination. Any option not exercised within such period shall be deemed cancelled. |
| 10. Stock options vest in three equal installments over three years beginning with 03/31/2022. |
| 11. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of employment. |
| Gary R. Mills by: Sarah W. Harmon (His Attorney-in-Fact) | 05/31/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||