ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01

On April 1, 2017, Access National Corporation (Access) completed
its merger with Middleburg Financial Corporation (Middleburg).
The merger of Middleburg with and into Access (the Merger) was
effected to the terms and conditions of the Agreement and Plan of
Reorganization, dated as of October 21, 2016, between Access and
Middleburg, and a related Plan of Merger (together, the Merger
Agreement).

to the Merger Agreement, holders of shares of Middleburg common
stock have a right to receive 1.3314 shares of Access common
stock for each share of Middleburg common stock held immediately
prior to the effective date of the Merger, plus cash in lieu of
fractional shares. Each option to purchase shares of Middleburg
common stock granted under a Middleburg equity-based compensation
plan that was outstanding immediately prior to the effective date
of the Merger was cancelled for a cash payment equal to the
product of (i) the difference between the closing sale price of
Middleburg common stock on the trading day immediately preceding
the effective date of the Merger and the per share exercise price
of the stock option, and (ii) the number of shares of Middleburg
common stock subject to such stock option. Each restricted share
of Middleburg common stock granted under a Middleburg equity
compensation plan that was outstanding immediately prior to the
effective date of the Merger was, to the terms of each such
grant, vested in full immediately prior to the effective date of
the Merger and converted into unrestricted shares of Access
common stock based on the exchange ratio[, subject to tax
withholdings as applicable]. Each share of Access common stock
outstanding immediately prior to the Merger remained outstanding
and was unaffected by the Merger.

Shortly after the effective time of the Merger, Middleburg Bank,
Middleburgs wholly-owned bank subsidiary, was merged with and
into Access National Bank, Accesss wholly-owned bank subsidiary
(Access Bank) with Access Bank surviving.

This description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Merger Agreement, which is incorporated herein by reference to
Exhibit 2.1 to this report. A copy of the press release
announcing the completion of the Merger is attached as Exhibit
99.1 to this report and is incorporated herein by reference.

to the Merger Agreement and effective upon the Merger, the number
of directors on Accesss Board of Directors was increased to 13
directors, and six former Middleburg directors (John C. Lee, IV,
Childs F. Burden, Gary D. LeClair, Mary Leigh McDaniel, Janet A.
Neuharth, and Gary R. Shook) were appointed to Accesss Board of
Directors. The executive officers of Access will continue serving
in their current positions as executive officers of Access after
the Merger, and Mr. Shook and Jeffrey H. Culver were appointed to
serve as executive officers of Access upon the effective time of
the Merger as Chairman and Chief Executive Officer of Middleburg
Investment Group and Chairman of Middleburg Trust Company, and as
Executive Vice President and Chief Operating Officer of Access
Bank, respectively. Information regarding Mr. Culvers employment
as Executive Vice President and Chief Operating Officer of Access
Bank and the director appointments mentioned above was previously
reported by Access to a Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 20, 2017, which
information is incorporated herein by reference.

(a) Financial statements of businesses acquired.

The financial statements required by this item will be filed by
amendment to this Current Report on Form 8-K no later than 71
calendar days after the date on which this report is required to
be filed.

(b) Pro forma financial information.

The pro forma financial information required by this item will be
filed by amendment to this Current Report on Form 8-K no later
than 71 calendar days after the date on which this report is
required to be filed.

(d) Exhibits.

The following exhibits are filed herewith:

About ACCESS NATIONAL CORPORATION (NASDAQ:ANCX)

Access National Corporation is a bank holding company. The Company operates through its subsidiary, Access National Bank (the Bank). The Bank provides credit, deposit, mortgage services and wealth management services to middle market commercial businesses and associated professionals, primarily in the Washington, District of Columbia Metropolitan Area. The Bank offers a range of financial services and products, and specializes in providing customized financial services to small and medium sized businesses, professionals and associated individuals. The Company operates through three segments: traditional commercial banking, mortgage banking and wealth management. Its commercial banking segment includes loans, investment securities and deposit services. Its mortgage banking segment includes mortgage loans held for sale, sales of loans in the secondary mortgage market and loan origination. Its wealth management segment includes portfolio asset management.

ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) Recent Trading Information

ACCESS NATIONAL CORPORATION (NASDAQ:ANCX) closed its last trading session down -0.34 at 28.56 with 63,579 shares trading hands.