FORM 5
[ ] 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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *

Babbitt J Randolph

2. Issuer Name and Ticker or Trading Symbol

ACCESS NATIONAL CORP [ANCX]

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

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

(Last)          (First)          (Middle)

C/O ACCESS NATIONAL CORPORATION,  1800 ROBERT FULTON DRIVE, SUITE 300

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2014 
(Street)

RESTON, VA 20191

(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)
Amount (A) or (D) Price
common stock   1/18/2013     G5   370   D $0.00   75024   D    
common stock   12/11/2013     G5   1650   D $0.00   110996.96   (1) (2) (3) (4) D    
common stock                 51450   I   By self as Trustee for J. Randolph Babbitt Revocable Trust  
common stock                 0   (3) I   By self as Trustee for Katherine H. Babbitt Revocable Trust  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Includes 219.75 shares acquired on 12/02/2014 pursuant to a dividend reinvestment feature of the Access National Corporation Dividend Reinvestment and Stock Purchase Plan.
( 2)  Includes 373.21 shares acquired during 2014 as a result of dividends reinvested.
( 3)  Since the date of the reporting person's last ownership report, 55,265 shares were transferred from indirect ownership by the Katherine H. Babbitt Revocable Trust to the direct ownership of the reporting person pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse or the Katherine H. Babbitt Revocable Trust.
( 4)  Since the date of the reporting person's last ownership report, 18,235 shares were transferred from direct ownership to his former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Babbitt J Randolph
C/O ACCESS NATIONAL CORPORATION
1800 ROBERT FULTON DRIVE, SUITE 300
RESTON, VA 20191
X



Signatures
Sheila M. Linton, as attorney-in-fact for J. Randolph Babbitt 2/13/2015
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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