FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Smith Gerald F JR   2. Issuer Name and Ticker or Trading Symbol FIRST NATIONAL CORP /VA/ [FXNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner (Last) (First) (Middle) 112 W KING ST 3. Date of Earliest Transaction (Month/Day/Year) 11/21/2014 (Street) STRASBURG, VA 22657 4. If Amendment, Date 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 (City) (State) (Zip) 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/21/2014   S   245,124 (1) D $ 6 (2) 397,779 I By G.F. Smith Jr. Revocable Trust Common Stock 11/21/2014   S   245,124 (1) D $ 6 (2) 152,655 I By G.F. Smith Jr. Revocable Trust Common Stock               500 D   Common Stock               900 I By Kaye DeHaven Smith Irrevocable Trust FBO Elise D. Smith (Daughter) (3) (4) Common Stock               800 I By Kaye DeHaven Smith Irrevocable Trust FBO Emily N. Smith (Daughter) (3) (4) Common Stock               800 I By Kaye DeHaven Smith Irrevocable Trust FBO Evan A. Smith (Son) (3) (4) Common Stock               3,100 I As custodian for Elise D. Smith (Daughter) (4) Common Stock               4,600 I By Emily N. Smith (Daughter) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith Gerald F JR 112 W KING ST STRASBURG, VA 22657	X			Former 10% Owner

Signatures

M. Shane Bell, by Power of Attorney		11/25/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On November 21, 2014, the G.F. Smith Jr. Revocable Trust, of which the reporting person serves as trustee, sold 245,124 shares of the issuer's common stock each to two family trusts, of which the reporting person is not a trustee, for estate planning purposes.
(2)	The sales price per share is estimated as of November 21, 2014 and is subject to adjustment. The final sales price per share will be determined pursuant to a valutation performed by an independent financial advisor retained by the reporting person, with such valuation including an evaluation of trading discounts appropriate for large block transactions in equity securities with similar trading characteristics. If the final sales price per share is not $6.00, the reporting person undertakes to amend this Form 4 to provide the final sales price per share as determined by the independent financial advisor.
(3)	The reporting person serves as a co-trustee of this irrevocable trust.
(4)	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

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