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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bogan Marc J		 2. Issuer Name and Ticker or Trading Symbol

FAUQUIER BANKSHARES, INC. [ FBSS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

10 COURTHOUSE SQUARE		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/17/2020
(Street)

WARRENTON, VA 20186
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/17/2020  M  5419 A (1)22516.511 (2)D  
Common Stock 12/17/2020  D  2709 (1)D$17.40 19807.511 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units  (1)12/17/2020  M     2642   (1) (1)Common Stock 2642 $0.00 0 D  
Performance Stock Units  (1)12/17/2020  M     2777   (1) (1)Common Stock 2777 $0.00 0 D  
Explanation of Responses:
(1) On December 17, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Fauquier Bankshares, Inc. (the "Company") approved, effective December 17, 2020, the accelerated vesting of two performance stock unit awards previously granted to the reporting person, which were scheduled to vest on December 31, 2021 and December 31, 2022, respectively. The Committee approved the accelerated vesting in order to mitigate potential adverse tax consequences to the Company and the reporting person of Section 280G of the Internal Revenue Code, in connection with the Company's pending merger with Virginia National Bankshares Corporation. Each performance stock unit is the equivalent of one share of the Company's common stock. On December 17, 2020, 2,709 of the reporting person's performance stock units were settled for cash and the remaining 2,710 were settled for an equal number of shares of the Company's common stock.
(2) Includes 85.394 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's DRIP account since previous Form 4 filing and 67.428 shares of the Company's common stock accumulated through automatic dividend reinvestment in reporting person's ESPP account since previous Form 4 filing.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bogan Marc J
10 COURTHOUSE SQUARE
WARRENTON, VA 20186		X
President and CEO
Signatures
Tammy P. Frazier, Attorney in Fact for Marc J. Bogan12/21/2020
**Signature of Reporting PersonDate
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