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^*

STARR ALICE M

(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⁾	01/04/2016		4A	205.855		⁽¹⁾	⁽¹⁾	Common Stock	205.855	$21.86	38,923.462	D
Deferred Stock Unit	⁽¹⁾	02/02/2016		4A	252.476⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	252.476	$18.5	39,175.938	D
Deferred Stock Unit	⁽¹⁾	02/02/2016		4A	385.135		⁽¹⁾	⁽¹⁾	Common Stock	385.135	$18.5	39,561.073	D
Deferred Stock Unit	⁽¹⁾	03/04/2016		4A	355.716		⁽¹⁾	⁽¹⁾	Common Stock	355.716	$20.03	39,916.789	D
Deferred Stock Unit	⁽¹⁾	03/31/2016		4A	350.123		⁽¹⁾	⁽¹⁾	Common Stock	350.123	$20.35	40,266.912	D
Deferred Stock Unit	⁽¹⁾	05/03/2016		4A	220.54⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	220.54	$21.91	40,487.452	D
Deferred Stock Unit	⁽¹⁾	05/03/2016		4A	325.194		⁽¹⁾	⁽¹⁾	Common Stock	325.194	$21.91	40,812.646	D
Deferred Stock Unit	⁽¹⁾	06/01/2016		4A	638.925		⁽¹⁾	⁽¹⁾	Common Stock	638.925	$22.89	41,451.571	D
Deferred Stock Unit	⁽¹⁾	07/01/2016		4A	208.526		⁽¹⁾	⁽¹⁾	Common Stock	208.526	$21.58	41,660.097	D
Deferred Stock Unit	⁽¹⁾	08/01/2016		4A	282.85		⁽¹⁾	⁽¹⁾	Common Stock	282.85	$25.19	41,942.947	D
Deferred Stock Unit	⁽¹⁾	08/02/2016		4A	200.044⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	200.044	$25.16	42,142.991	D
Deferred Stock Unit	⁽¹⁾	09/01/2016		4A	606.887		⁽¹⁾	⁽¹⁾	Common Stock	606.887	$26.57	42,749.878	D
Deferred Stock Unit	⁽¹⁾	10/03/2016		4A	173.277		⁽¹⁾	⁽¹⁾	Common Stock	173.277	$25.97	42,923.155	D
Deferred Stock Unit	⁽¹⁾	11/01/2016		4A	199.105⁽²⁾		⁽¹⁾	⁽¹⁾	Common Stock	199.105	$25.87	43,122.26	D
Deferred Stock Unit	⁽¹⁾	11/01/2016		4A	275.416		⁽¹⁾	⁽¹⁾	Common Stock	275.416	$25.87	43,397.676	D
Deferred Stock Unit	⁽¹⁾	12/01/2016		4A	220.725		⁽¹⁾	⁽¹⁾	Common Stock	220.725	$32.28	43,618.401	D
Deferred Stock Unit	⁽¹⁾	12/30/2016		4A	240.165		⁽¹⁾	⁽¹⁾	Common Stock	240.165	$32.79	43,858.566	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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