SEC FORM 5

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SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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^*

PETERSON WILLIAM E

(Last)

(First)

(Middle)

8270 GREENSBORO DRIVE

SUITE 500

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARDINAL FINANCIAL CORP [ CFNL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Unit	⁽¹⁾	02/03/2015		4A	112.659⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	112.659	$18.78	19,346.713	D
Deferred Stock Unit	⁽¹⁾	02/04/2015		4A	521.112		⁽¹⁾	⁽¹⁾	Common Stock	521.112	$18.71	19,867.825	D
Deferred Stock Unit	⁽¹⁾	03/04/2015		4A	233.645		⁽¹⁾	⁽¹⁾	Common Stock	233.645	$19.26	20,101.47	D
Deferred Stock Unit	⁽¹⁾	03/30/2015		4A	654.287		⁽¹⁾	⁽¹⁾	Common Stock	654.287	$20.06	20,755.757	D
Deferred Stock Unit	⁽¹⁾	05/05/2015		4A	721.51		⁽¹⁾	⁽¹⁾	Common Stock	721.51	$20.27	21,477.267	D
Deferred Stock Unit	⁽¹⁾	05/05/2015		4A	112.636⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	112.636	$20.27	21,589.903	D
Deferred Stock Unit	⁽¹⁾	06/02/2015		4A	469.653		⁽¹⁾	⁽¹⁾	Common Stock	469.653	$20.76	22,059.556	D
Deferred Stock Unit	⁽¹⁾	06/29/2015		4A	209.01		⁽¹⁾	⁽¹⁾	Common Stock	209.01	$21.53	22,268.566	D
Deferred Stock Unit	⁽¹⁾	07/28/2015		4A	107.719⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	107.719	$22.74	22,376.285	D
Deferred Stock Unit	⁽¹⁾	08/07/2015		4A	381.518		⁽¹⁾	⁽¹⁾	Common Stock	381.518	$23.59	22,757.803	D
Deferred Stock Unit	⁽¹⁾	09/04/2015		4A	323.863		⁽¹⁾	⁽¹⁾	Common Stock	323.863	$22	23,081.666	D
Deferred Stock Unit	⁽¹⁾	10/02/2015		4A	346.764		⁽¹⁾	⁽¹⁾	Common Stock	346.764	$22.71	23,428.43	D
Deferred Stock Unit	⁽¹⁾	11/03/2015		4A	536.644		⁽¹⁾	⁽¹⁾	Common Stock	536.644	$23.06	23,965.074	D
Deferred Stock Unit	⁽¹⁾	11/03/2015		4A	111.758⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	111.758	$23.06	24,076.832	D
Deferred Stock Unit	⁽¹⁾	12/01/2015		4A	424.758		⁽¹⁾	⁽¹⁾	Common Stock	424.758	$24.72	24,501.59	D

Explanation of Responses:

1. Each Deferred Stock Unit is the economic equivalent of one share of CFNL common stock. The Deferred Stock Units become payable in shares of common stock in accordance with the terms of the Cardinal Financial Corporation Directors Deferred Income Plan.

2. Company match to Deferred Stock Units in accordance with the terms of the Cardinal Financial Corporation Directors Deferred Income Plan.

Remarks:

	/s/Jennifer L. Deacon, as Attorney in Fact	02/16/2016
	** 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).
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