UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 12b-25

SEC FILE NUMBER  000-49929
                    

CUSIP NUMBER  596094102                      

NOTIFICATION OF LATE FILING

(Check One) :    

o
Form 10-K
o
Form 20-F
o
Form 11-K
þ
Form 10-Q
o
Form 10-D
o
Form N-SAR
o
Form N-CSR
       

For Period Ended: June 30, 2017

o
Transition Report on Form 10-K
o
Transition Report on Form 20-F
o
Transition Report on Form 11-K
o
Transition Report on Form 10-Q
o
Transition Report on Form N-SAR


For the Transition Period Ended:                                                       n/a                                 


Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: n/a  






PART I – REGISTRANT INFORMATION
ACCESS NATIONAL CORPORATION
Full Name of Registrant

n/a  
Former Name if Applicable


1800 Robert Fulton Drive, Suite 300                                                      
Address of Principal Executive Office (Street and Number)

Reston, Virginia 20191
City, State and Zip Code




PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

[X]
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Access National Corporation (the “Corporation”) was unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “2Q2017 Form 10-Q”) by August 9, 2017 without unreasonable effort or expense for the reasons described below.

As of August 9, 2017, the Corporation had not received from a third-party vendor all of the information necessary for completion of the Notes to Consolidated Financial Statements (Unaudited) for the 2Q2017 Form 10-Q. In connection with the accounting for the Corporation’s acquisition of Middleburg Financial Corporation, effective April 1, 2017 (the “Acquisition”), the Corporation retained a third-party vendor to assist it with certain analyses necessary to account for the Acquisition. As of August 9, 2017, this third-party vendor had not provided the Corporation all of the information regarding discounted cash flows of loans acquired in the Acquisition necessary to complete the fair value accounting for such acquired loans. Accordingly, the Corporation was unable to file the 2Q2017 Form 10-Q by August 9, 2017 without unreasonable effort or expense.

The Corporation expects to file the 2Q2017 Form 10-Q within the extension period of five calendar days provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

The Corporation’s expectation regarding the timing of the filing of the 2Q2017 Form 10-Q and the Corporation’s belief with respect to anticipated changes from the results of operation from the corresponding period of the last fiscal year are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ materially from those contemplated by these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including the inability of the Corporation or its independent auditor to complete the work necessary in order to file the 2Q2017 Form 10-Q in the time frame that is anticipated. The Corporation undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.





PART IV -- OTHER INFORMATION

(1)
  Name and telephone number of person to contact in regard to this notification

Margaret M. Taylor
(703)
871-1327
(Name)
(Area Code)
(Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).
Yes   þ
No   o

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes   o
No   þ
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 
 







ACCESS NATIONAL CORPORATION
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
August 10, 2017
By:
/s/ Margaret M. Taylor
 
 
 
Margaret M. Taylor
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)


Instruction .  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations ( see 18 U.S.C. 1001).



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