UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-D

ASSET-BACKED ISSUER DISTRIBUTION REPORT PURSUANT TO ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~SECTION 13 ~~the~~OR ~~monthly~~15(d) ~~distribution~~OF ~~period~~THE ~~from~~SECURITIES ~~April 1,~~EXCHANGE ~~2012~~ACT toOF ~~April 30,~~1934 ~~2012~~

For the monthly distribution period from May 1, 2012 to May 31, 2012

Commission File Number of issuing entity: 333-140273-01

First National Master Note Trust

(Exact name of registrant as specified in its charter)

Commission File Number of depositor: 000-50139

First National Funding LLC

(Exact name of depositor as specified in its charter)

First National Bank of Omaha

(Exact name of sponsor as specified in its charter)

Delaware


Delaware		N/A
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or organization of the issuing entity)		Identification No.)

1620 Dodge Street
Stop Code 3395
Omaha, Nebraska		68197
(Address of principal executive office of the issuing entity)		(Zip Code)

(State or Other Jurisdiction of Incorporation or organization of the issuing entity)

N/A

(I.R.S. Employer Identification No.)

1620 Dodge Street Stop Code 3395 Omaha, Nebraska		68197
(Address of principal executive office of the issuing entity)		(Zip Code)

402-341-0500

(Telephone number, including area code)

No change

Registered reporting pursuant to (check one)

Section 12(b)

~~Section 12(g)~~

Section 12(g)

~~Section 15(d)~~

Section 15(d)

~~Name of Exchange(If Section 12(b))~~

Name of Exchange(If Section 12(b))

Title of Class Series 2009-3, Class A

Title of Class

Series 2009-3, Class A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~Yes x No ¨~~ PART I —DISTRIBUTION INFORMATION

PART I — DISTRIBUTION INFORMATION

Item 1. Distribution and Pool Performance Information.

The response to Item one is set forth in Exhibit 99.1 with respect to the Series 2009-3 Notes.

Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time? Yes ¨ No x

Are there any material breaches of pool asset representations and warranties or transaction covenants? Yes ¨ No x

Are there any material changes in the solicitation, credit-granting, underwriting, origination or pool selection criteria or procedures? Yes ¨ No x

No assets securitized by the depositor and held by First National Master Note Trust were the subject of a demand to repurchase or replace for breach of the representations and warranties during the distribution period from ~~April~~May 1, 2012 to ~~April~~May 3031, 2012.

The depositor filed its most recent Form ABS-15G on February 10, 2012. The CIK number of the depositor is 0001171040.

Item 9. Exhibits.

~~Exhibit No.~~		~~Document~~Exhibit ~~Description~~No.		Document Description
~~99.1~~		~~Monthly Report to Series 2009-3 Noteholders~~99.1		MonthlyReport to Series 2009-3 Noteholders

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 thereunto duly authorized.

Date: ~~May~~June 1618, 2012


FIRST NATIONAL FUNDING LLC, as Depositor

By:		First National Funding Corporation, Managing Member

By		/s/ Karlyn M. Knieriem
		Karlyn M. Knieriem, Senior Vice President

INDEX TO EXHIBITS


Exhibit No.		Document Description

99.1		Monthly Report to Series 2009-3 Noteholders

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