FORM 4
[ X ] 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
                                                                                  
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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 *

Schneider Edward J 		2. Issuer Name and Ticker or Trading Symbol

ANNAPOLIS BANCORP INC [ ANNB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO and Treasurer
(Last)          (First)          (Middle)

C/O BANKANNAPOLIS, 1000 BESTGATE ROAD, SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2009
(Street)

ANNAPOLIS, MD 21401
(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
Common Stock   4/6/2009     J (1)    35000   (2) D   (3) 0   D    

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

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger between F.N.B. Corporation ("FNB") and the Issuer, dated October 22, 2012 ("Merger Agreement").
( 2)  Includes the following awards granted under the Annapolis Bancorp, Inc. 2006 Stock Incentive Plan: (i) 10,000 restricted shares of Annapolis Bancorp, Inc. common stock are fully vested, and (ii) 25,000 deferred restricted share units, which by the terms of the award vest in five equal annual installments beginning April 27, 2010, with issuance of the underlying shares of Annapolis Bancorp, Inc. common stock deferred until April 27, 2014, the fifth anniversary of the Reporting Persons employment. His unvested restricted share units shall vest automatically upon termination of his employment, if it occurs within 12 months following the effective date of the merger and shall be issued on or about April 27, 2014.
( 3)  Disposed of pursuant to the Merger Agreement in exchange for (i) 11,430 shares of FNB common stock having a market value of $11.77 per share on the effective date of the merger, and (ii) the right to receive 28,575 share of FNB common stock having a market value of $11.77 per share on the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schneider Edward J
C/O BANKANNAPOLIS, 1000 BESTGATE ROAD
SUITE 400
ANNAPOLIS, MD 21401

CFO and Treasurer

Signatures
/s/ MARGARET THEISS FAISON by Power of Attorney for Edward J. Schneider 4/8/2013
** 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.
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