- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BARONNER ROBERT F JR	2. Issuer Name and Ticker or Trading Symbol POTOMAC BANCSHARES INC [ PTBS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President & CEO
(Last)          (First)          (Middle) 200 CAMBRIAN COURT	3. Date of Earliest Transaction (MM/DD/YYYY) 6/20/2012
(Street) MARTINSBURG, WV 25403 (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)
			Code	V	Amount	(A) or (D)	Price
Potomac Bancshares Inc. Common Stock	6/20/2012		P		100	A	$4.50	14134	D
Potomac Bancshares Inc. Common Stock								2136	I	Father's Trust
Potomac Bancshares Inc. Common Stock								4024	I	Mother's Trust
Potomac Bancshares Inc. Common Stock								796	I	Sons
Potomac Bancshares Inc. Common Stock								61	I	Wife

Table II - Derivative Securities 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		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option	$15.60							1/9/2008	1/9/2017	Common Stock	4000		4000	D
Incentive Stock Option	$16.90							1/10/2007	1/10/2016	Common Stock	5100		5100	D
Incentive Stock Option	$13.72							1/11/2006	1/11/2015	Common Stock	5100		5100	D
Incentive Stock Option	$11.04							3/10/2005	3/10/2014	Common Stock	4080		4080	D

Explanation of Responses:

Remarks: The total amount of securities beneficially owned and the securities owned by my sons has been reduced by one share each to account for rounding effective 06/01/06.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARONNER ROBERT F JR 200 CAMBRIAN COURT MARTINSBURG, WV 25403	X		President & CEO

Signatures
/s/ Robert F. Baronner, Jr.		6/20/2012
** 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.