Item 3.02 Unregistered Sales of Equity Securities.
On March 27, 2009, Middleburg Financial Corporation (the "Company") entered into
a Stock Purchase Agreement in which it agreed to sell 454,545 shares of the
Company's common stock (the "Shares") to David L. Sokol for an aggregate
purchase price of $5,000,000 (the "Sale").
The Sale was to be consummated in two closings, the first of which occurred on
March 31, 2009. The second closing occurred on June 2, 2009 with the sale of
258,545 Shares to Mr. Sokol for the purchase price of $2,844,000. The Company
relied upon Section 4(2) of the Securities Act for the exemption from
registration for this issuance.
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