Ownership Submission
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

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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
BONE JAMES M JR
2. Issuer Name and Ticker or Trading Symbol
FNCB Bancorp, Inc. [FNCB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last)
(First)
(Middle)

C/O FNCB, 102 E. DRINKER ST.
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


DUNMORE, PA 18512
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(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 12/15/2016   J(1) 35.1839 A $ 5.929 29,100.9771 (3) D  
COMMON STOCK 12/15/2016   J(1) 1.019 A $ 6.05 29,065.7932 D  
COMMON STOCK 12/15/2016   J(1) 23.663 A $ 6.05 29,064.7742 D  
COMMON STOCK 09/15/2016   J(1) 28.3793 A $ 4.8804 29,041.1112 D  
COMMON STOCK 09/15/2016   J(1) 0.822 A $ 4.98 29,012.7319 D  
COMMON STOCK 09/15/2016   J(1) 19.087 A $ 4.98 29,011.9099 D  
COMMON STOCK 06/15/2016   J(1) 24.1159 A $ 5.7232 28,992.8229 D  
COMMON STOCK 06/15/2016   J(1) 0.699 A $ 5.84 28,968.707 D  
COMMON STOCK 05/30/2016   J(1) 9.014 A $ 5.66 28,968.008 D  
COMMON STOCK 06/15/2016   J(1) 7.519 A $ 5.84 28,958.994 D  
COMMON STOCK 06/30/2016   J(1) 4.396 A $ 5.803 28,951.475 D  
COMMON STOCK 08/01/2016   J(1) 4.605 A $ 5.54 28,947.079 D  
COMMON STOCK 08/31/2016   J(1) 4.813 A $ 5.3 28,942.474 D  
COMMON STOCK 09/15/2016   J(1) 8.905 A $ 4.98 28,937.661 D  
COMMON STOCK 09/30/2016   J(1) 5.102 A $ 5 28,928.756 D  
COMMON STOCK 10/31/2016   J(1) 4.841 A $ 5.27 28,923.654 D  
COMMON STOCK 11/30/2016   J(1) 4.483 A $ 5.69 28,918.813 D  
COMMON STOCK 12/15/2016   J(1) 11.111 A $ 6.05 28,914.33 D  
COMMON STOCK 12/30/2016   J(1) 4.219 A $ 6.047 28,903.219 D  
COMMON STOCK 12/15/2016   J(2) 0.32 A $ 6.05 63.798 (2) I Adult child who lives with Mr. Bone
COMMON STOCK 09/15/2016   J(2) 0.258 A $ 4.98 63.478 I Adult child who lives with Mr. Bone
COMMON STOCK 06/15/2016   J(2) 0.22 A $ 5.84 63.22 I Adult child who lives with Mr. Bone

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BONE JAMES M JR
C/O FNCB
102 E. DRINKER ST.
DUNMORE, PA 18512
      EVP & CFO  

Signatures

/s/ Stephanie A. Westington, as attorney in fact 02/14/2017
**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) Mr. Bone is a participant in FNCB Bancorp, Inc.'s Dividend Reinvestment and Stock Purchase Plan. These transactions are the result of his participation in the DRP in 2016.
(2) This amount includes .798 shares acquired by Mr. Bone's adult daughter as a participant in FNCB Bancorp, Inc.'s Dividend Reinvestment and Stock Purchase Plan. These transactions are the result of her participation in the DRP in 2016.
(3) This amount includes 90.2191 shares acquired by Mr. Bone individually pursuant to the DRP, 69.008 shares acquired jointly with spouse pursuant to the DRP, 42.750 shares acquired co-owned with Mr. Bone's father and siblings; 14,999 shares of time-based restricted common stock solely owned by Mr. Bone; 2,142.351 shares owned jointly with Mr. Bone's spouse; 4,657.649 shares co-owned with Mr. Bone's father and siblings; 7,100 shares owned solely by Mr. Bone.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.