UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 9, 2017 Commission File Number: 001-35768

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1, 2018

WASHINGTONFIRST BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

VIRGINIA		26-4480276
Virginia	001-35768	26-4480276
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11921 Freedom Drive, Suite 250, Reston, Virginia 20190

(Address of principal executive offices), including ~~(Zip~~zip ~~Code~~code)

Registrant’s telephone number, including area code: (703) 840-2410

~~(Registrant’s~~Not ~~telephone number, including area code)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed since ~~Form~~last ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

~~o Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~the following provisions:

~~o Soliciting~~¨ ~~material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~o Pre-commencement~~¨ ~~communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o ¨ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate~~¨ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~13e-~~2 of this chapter~~4(c).)

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company þ as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ox

~~Item 7.01. Regulation~~If FDan ~~Disclosure.~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

OnItem ~~November 9, 2017, WashingtonFirst Bankshares, Inc~~2.01 ~~(the~~Completion ~~“Company”)~~of ~~issued~~Acquisition aor ~~press~~Disposition ~~release, a copy~~ of ~~which is being furnished as Exhibit 99~~Assets.~~1 to this Form 8-K and is incorporated by reference herein.~~

~~The~~On ~~information~~January ~~included~~1, or2018, ~~incorporated~~WashingtonFirst inBankshares, Inc. ~~Item~~(the 7“Company”) completed its previously announced merger with Sandy Spring Bancorp, Inc.01 (“Sandy Spring”) pursuant to the Agreement and Plan of ~~this~~Merger, ~~current~~dated ~~report~~as of May 15, ~~including~~2017 ~~Exhibit~~(the 99“Merger Agreement”), by and among Sandy Spring, Touchdown Acquisition, Inc.1, isa ~~being~~wholly-owned ~~furnished~~subsidiary of Sandy Spring (“Merger Sub”), and the Company, pursuant to which (i) Merger Sub merged with and into the ~~Securities~~Company (the “First-Step Merger”), with the Company surviving, and ~~Exchange~~(ii) immediately ~~Commission~~following the completion of the First-Step Merger, the Company merged with and ~~shall~~into ~~not~~the beSandy ~~deemed~~Spring (together ~~"filed"~~with ~~for~~the ~~purposes~~First-Step ofMerger, ~~Section~~the 18“Integrated Mergers”), with Sandy Spring surviving. Pursuant to the Merger Agreement, at the effective time of the ~~Securities~~First-Step ~~and~~Merger ~~Exchange~~(the ~~Act~~“Effective Time”), each share of ~~1934~~common stock, aspar ~~amended~~value $0.01 per share, of the Company (the ~~"Exchange~~“Company ~~Act"~~Common Stock”) orissued ~~otherwise~~and ~~subject~~outstanding immediately prior to the ~~liabilities~~Effective Time was converted into the right to receive 0.8713 shares of ~~that~~the ~~section~~common stock, ~~nor~~par ~~shall~~value it$1.00 beper ~~deemed~~share, ~~incorporated~~of bySandy ~~reference~~Spring in(the “Merger ~~any~~Consideration”). ~~filing~~Also ~~under~~at the ~~Exchange~~Effective ~~Act~~Time, oreach option to purchase Company Common Stock was cashed out for an amount equal to $34.42 less the ~~Securities~~option ~~Act~~exercise ofprice. ~~1933,~~At asthe ~~amended~~Effective Time, ~~except~~each asCompany ~~shall~~restricted bestock ~~expressly~~award ~~set~~became ~~forth~~fully vested byand ~~specific~~was ~~reference~~converted ininto ~~such~~the ~~filing~~right to receive the Merger Consideration.

~~Item 9.01~~Immediately ~~Financial~~following ~~Statements~~the consummation of the Integrated Mergers, WashingtonFirst Bank, a wholly-owned subsidiary of the Company, merged with and ~~Exhibits~~into Sandy Spring Bank, a wholly-owned subsidiary of Sandy Spring, with Sandy Spring Bank surviving such merger.

~~(a)Not~~The ~~applicable~~foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2017, and is incorporated into this Item 2.01 by reference.

~~(b)Not~~Item ~~applicable~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the closing of the Integrated Mergers, the Company notified the NASDAQ Stock Market (c“NASDAQ”)~~Not~~ ~~applicable~~that the articles of merger with respect to the First-Step Merger had been filed with the Virginia State Corporation Commission, and requested that NASDAQ suspend trading of the Company’s common stock on NASDAQ and remove the Company’s common stock from listing on NASDAQ, in each case, prior to market open on January 2, 2018. The Company has also requested that NASDAQ file a notification of removal from listing of the Company’s common stock on Form 25 with the SEC.

~~(d)Exhibits. Press~~Sandy ~~release~~Spring, ~~issued~~as bythe ~~WashingtonFirst~~successor-in-interest to ~~Bankshares~~the Company, ~~Inc.~~intends ~~dated~~to ~~November~~file 9with the SEC certifications on Form 15 under the Securities and Exchange Act of 1934, ~~2017~~as amended (the “Exchange Act”), to request the termination of the registration of the Company’s common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.

Number		Description
99.1		Press release issued by WashingtonFirst Bankshares, Inc. dated November 9, 2017.

Item 3.03

Material Modification to the Rights of Security Holders

As a result of the Merger, each holder of Company Common Stock ceased to have any rights as a stockholder of the Company other than the right to receive the Merger Consideration as set forth in the Merger Agreement.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant

Upon completion of the Integrated Mergers, the Company merged with and into Sandy Spring, with Sandy Spring as the surviving corporation.

The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Upon completion of the Integrated Mergers, the Company’s directors and executive officers ceased serving in such capacities.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As of the Effective Time, the Articles of Incorporation and the Bylaws of Washington, as the surviving corporation in the First-Step Merger, were amended and restated to be the Articles of Incorporation and Bylaws of Merger Sub. As of the effective time of the Second-Step Merger, the Articles of Incorporation and the Bylaws of Merger Sub (f/k/a WashingtonFirst) ceased to be in effect by operation of law and the organizational documents of Sandy Spring (as successor-in-interest to Merger Sub (f/k/a WashingtonFirst)) remained the Articles of Incorporation and Bylaws of the surviving corporation in accordance with the terms of the Merger Agreement.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of May 15, 2017, by and among Sandy Spring Bancorp, Inc., Touchdown Acquisition, Inc. and WashingtonFirst Bankshares, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 18, 2017)

3.1	Articles of Incorporation of Sandy Spring Bancorp, Inc. (incorporated herein by reference to Exhibit 3.1 to Sandy Spring’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996)

3.2	Articles of Amendment to the Articles of Incorporation of Sandy Spring Bancorp, Inc. (incorporated herein by reference to Exhibit 3(b) to Sandy Spring’s Annual Report on Form 10-K for the year ended December 31, 2011)

3.3	Bylaws of Sandy Spring Bancorp, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto ~~thereunto~~ duly authorized.

WASHINGTONFIRST BANKSHARES, INC.

	SANDY SPRING BANCORP, INC.
	As successor to WashingtonFirst Bankshares, Inc.


Date: January 2, 2018	By:	/s/ Ronald E. Kuykendall
		Ronald E. Kuykendall
		General Counsel and Secretary

November 9, 2017				/s/ Matthew R. Johnson
Date				Matthew R. Johnson
				Executive Vice President and Chief Financial Officer

Exhibit Index

Number		Description
99.1		Press release issued by WashingtonFirst Bankshares, Inc. dated November 9, 2017.

Filing Compare · WashingtonFirst Bankshares, Inc.