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)
12/31/2016

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⁾	02/02/2016		4A	125.197⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	125.197	$18.5	19,426.255	D
Deferred Stock Unit	⁽¹⁾	02/02/2016		4A	527.027		⁽¹⁾	⁽¹⁾	Common Stock	527.027	$18.5	19,953.282	D
Deferred Stock Unit	⁽¹⁾	03/04/2016		4A	486.77		⁽¹⁾	⁽¹⁾	Common Stock	486.77	$20.03	20,440.052	D
Deferred Stock Unit	⁽¹⁾	03/31/2016		4A	350.123		⁽¹⁾	⁽¹⁾	Common Stock	350.123	$20.35	20,790.175	D
Deferred Stock Unit	⁽¹⁾	05/03/2016		4A	113.867⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	113.867	$21.91	20,904.042	D
Deferred Stock Unit	⁽¹⁾	06/01/2016		4A	638.925		⁽¹⁾	⁽¹⁾	Common Stock	638.925	$22.89	21,542.967	D
Deferred Stock Unit	⁽¹⁾	07/01/2016		4A	208.526		⁽¹⁾	⁽¹⁾	Common Stock	208.526	$21.58	21,751.493	D
Deferred Stock Unit	⁽¹⁾	08/01/2016		4A	282.85		⁽¹⁾	⁽¹⁾	Common Stock	282.85	$25.19	22,034.343	D
Deferred Stock Unit	⁽¹⁾	08/02/2016		4A	105.092⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	105.092	$25.16	22,139.435	D
Deferred Stock Unit	⁽¹⁾	09/01/2016		4A	508.092		⁽¹⁾	⁽¹⁾	Common Stock	508.092	$26.57	22,647.527	D
Deferred Stock Unit	⁽¹⁾	10/03/2016		4A	303.235		⁽¹⁾	⁽¹⁾	Common Stock	303.235	$25.97	22,950.762	D
Deferred Stock Unit	⁽¹⁾	11/01/2016		4A	106.458⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	106.458	$25.87	23,057.22	D
Deferred Stock Unit	⁽¹⁾	11/01/2016		4A	507.344		⁽¹⁾	⁽¹⁾	Common Stock	507.344	$25.87	23,564.564	D
Deferred Stock Unit	⁽¹⁾	12/01/2016		4A	511.152		⁽¹⁾	⁽¹⁾	Common Stock	511.152	$32.28	24,075.716	D
Deferred Stock Unit	⁽¹⁾	12/30/2016		4A	320.22		⁽¹⁾	⁽¹⁾	Common Stock	320.22	$32.79	24,395.936	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.

	/s/Jennifer L. Deacon, as Attorney in Fact	02/13/2017
	** 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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