SUSSEX BANCORP (NASDAQ:SBBX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off Balance Sheet Arrangement of a
Registrant.

On December 22, 2016, Sussex Bancorp (the Company) sold $15
million in aggregate principal amount of its subordinated notes
(the Notes) to an institutional investor in a private placement.

The Notes have a stated maturity of December 22, 2026, and bear
interest at a fixed rate of 5.75% per year, from and including
the original issue date to but excluding December 22, 2021,
payable quarterly in arrears on March 22, June 22, September 22
and December 22 of each year, beginning March 22, 2017. From and
including December 22, 2021 to but excluding the maturity date or
earlier redemption date, the interest rate shall reset quarterly
to an interest rate per year equal to the then current
three-month LIBOR rate plus 350 basis points. The Notes are
redeemable, in whole or in part, on or after December 22, 2021,
and at any time upon the occurrence of certain events.

The payment of the principal on the Notes may only be accelerated
upon the occurrence of certain bankruptcy or receivership related
events relating to the Company or a major bank subsidiary of the
Company, in which case, the principal of all of the Notes shall
become due and payable.

The Company expects to use the net proceeds of the offering for
general corporate purposes, including loan growth, additional
liquidity and working capital.

This description of the Notes does not purport to be complete and
is qualified in its entirety by reference to the form of
Subordinated Note which is attached as Exhibit 4.1 hereto and is
incorporated herein by reference. A copy of the press release
announcing the foregoing is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.

Item 9.01 Financial Statements and
Exhibits.

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