Annual Statement of Changes in Beneficial Ownership (5)

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 [ X ] Form 4 Transactions Reported	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response... 1.0
	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 * GARCIA MICHAEL A	2. Issuer Name and Ticker or Trading Symbol CARDINAL FINANCIAL CORP [CFNL]	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) 8270 GREENSBORO DRIVE,  SUITE 500	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2016
(Street) MCLEAN, VA 22102 (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

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
Deferred Stock Unit		1/4/2016		A4	205.855		(1)	(1)	Common Stock	205.855	$21.86	58644.726	D
Deferred Stock Unit		2/2/2016		A4	380.398   (2)		(1)	(1)	Common Stock	380.398	$18.50	59025.124	D
Deferred Stock Unit		2/2/2016		A4	851.351		(1)	(1)	Common Stock	851.351	$18.50	59876.475	D
Deferred Stock Unit		3/4/2016		A4	786.321		(1)	(1)	Common Stock	786.321	$20.03	60662.796	D
Deferred Stock Unit		3/31/2016		A4	350.123		(1)	(1)	Common Stock	350.123	$20.35	61012.919	D
Deferred Stock Unit		5/3/2016		A4	334.166   (2)		(1)	(1)	Common Stock	334.166	$21.91	61347.085	D
Deferred Stock Unit		5/3/2016		A4	479.233		(1)	(1)	Common Stock	479.233	$21.91	61826.318	D
Deferred Stock Unit		6/1/2016		A4	638.925		(1)	(1)	Common Stock	638.925	$22.89	62465.243	D
Deferred Stock Unit		7/1/2016		A4	486.562		(1)	(1)	Common Stock	486.562	$21.58	62951.805	D
Deferred Stock Unit		8/1/2016		A4	178.642		(1)	(1)	Common Stock	178.642	$25.19	63130.447	D
Deferred Stock Unit		8/2/2016		A4	301.100   (2)		(1)	(1)	Common Stock	301.100	$25.16	63431.547	D
Deferred Stock Unit		9/1/2016		A4	606.887		(1)	(1)	Common Stock	606.887	$26.57	64038.434	D
Deferred Stock Unit		10/3/2016		A4	231.036		(1)	(1)	Common Stock	231.036	$25.97	64269.470	D
Deferred Stock Unit		11/1/2016		A4	298.117   (2)		(1)	(1)	Common Stock	298.117	$25.87	64567.587	D
Deferred Stock Unit		11/1/2016		A4	420.371		(1)	(1)	Common Stock	420.371	$25.87	64987.958	D
Deferred Stock Unit		12/1/2016		A4	511.152		(1)	(1)	Common Stock	511.152	$32.28	65499.110	D
Deferred Stock Unit		12/30/2016		A4	400.274		(1)	(1)	Common Stock	400.274	$32.79	65899.384	D

Explanation of Responses:
( 1)	Each Deferred Stock Unit is the economic equivalent of one share of CFNL common stock. The Deferred Stock Units become payable in shares of common stock in accordance with the terms of the Cardinal Financial Corporation Directors Deferred Income Plan.
( 2)	Company match to Deferred Stock Units in accordance with the terms of the Cardinal Financial Corporation Directors Deferred Income Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARCIA MICHAEL A 8270 GREENSBORO DRIVE SUITE 500 MCLEAN, VA 22102	X

Signatures
/s/Jennifer L. Deacon, as Attorney in Fact		2/13/2017
** 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).
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