UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~Pursuant~~REPORT ~~to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~OR ~~of earliest event reported~~15(d)~~: May 31,~~ ~~2011~~

~~FIRST~~of ~~NATIONAL~~the ~~MASTER~~Securities ~~NOTE~~Exchange ~~TRUST FIRST~~Act ~~NATIONAL~~of ~~FUNDING~~1934 ~~LLC FIRST NATIONAL BANK OF OMAHA~~

Date of Report (Date of earliest event reported):

September 10, 2015

FIRST NATIONAL MASTER NOTE TRUST

FIRST NATIONAL FUNDING LLC

FIRST NATIONAL BANK OF OMAHA

(Exact name of Issuing Entity, Depositor/Registrant and Sponsor, as specified in their respective charters)

Nebraska		000-50139		02-0598125 (First National Funding LLC)
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Nebraska

(State of Incorporation)

333-190096, 333-190096-01

02-0598125 (First National Funding LLC)

(Commission File Number for Registrant

and Issuing Entity, respectively)

(IRS Employer

Identification No.)


1620 Dodge Street Stop Code 3395, Omaha, Nebraska		68197
(Address of principal executive offices)		(Zip Code)

(402) 341-0500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Reference~~First isNational ~~made~~Funding toLLC (“Funding”) ~~the~~entered ~~Trust~~into an Underwriting Agreement, ofdated ~~First~~September 10, ~~National~~2015 ~~Master~~(“Underwriting ~~Note~~Agreement”), ~~Trust~~among Funding, aFirst ~~Delaware statutory~~National ~~business~~Bank ~~trust~~of Omaha, ~~dated~~RBC asCapital ~~of October 16~~Markets, ~~2002~~LLC ~~between~~and ~~First~~J.P. ~~National~~Morgan ~~Funding,~~Securities LLC, arelating to the ~~Nebraska~~Class A ~~limited~~Series ~~liability~~2015-1 ~~company,~~Asset asBacked ~~Transferor~~Notes (the “~~Transferor~~Offered Notes”), ~~and~~a ~~Wilmington~~copy ~~Trust~~of ~~Company, a~~which ~~Delaware~~is ~~banking~~filed ~~corporation,~~with this Form 8-K as ~~Owner~~Exhibit ~~Trustee~~1.1, issued by First National Master Note Trust (the “~~Trust Agreement~~Issuer”). described in the related Prospectus dated September 10, 2015 and the related Prospectus Supplement dated September 10, 2015.

~~M&T~~Item ~~Bank Corporation (“M&T”) reported that effective May 16, 2011 MTB One, Inc~~8.,01 ~~a wholly-owned~~Other subsidiary of M&T, merged with and into Wilmington Trust Corporation, the parent of Wilmington Trust Company, with Wilmington Trust Corporation continuing as the surviving corporation and a wholly owned subsidiary of M&T (the “Merger”).Events

~~Prior~~The toRegistrant ~~the~~is ~~Merger,~~filing onExhibits ~~April 27, 2011 Wilmington Trust Company delivered a notice of resignation as owner trustee due to a downgrade in its rating from Standard & Poor’s Ratings Services (“Standard & Poor’s”)~~5.1 ~~Wilmington Trust Company continued as owner trustee until the appointment of a successor owner trustee~~ and ~~acceptance of appointment by the successor owner trustee as provided by the Trust Agreement~~8.1 Asin ofconnection ~~May 16,~~with ~~2011, as a result of~~ the ~~Merger,~~ ~~Standard~~offer & Poor’s raised its long-term credit rating of Wilmington Trust Company to “A” from “B”. Effective May 31, 2011, Wilmington Trust Company was appointed as successor owner trustee by the Transferor and ~~Wilmington~~sale ~~Trust Company accepted the appointment. Notice~~ of the ~~appointment~~Offered ~~is being sent to noteholders as required by the Trust Agreement~~Notes.

Item 9.01.

Financial Statements and Exhibits.

(a) Not applicable. ~~(b) Not applicable. (c) Not applicable. (d) Not applicable.~~

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits


EXHIBIT NO.		DOCUMENT DESCRIPTION

1.1		Underwriting Agreement dated September 10, 2015, among First National Funding LLC, First National Bank of Omaha, RBC Capital Markets, LLC and J.P. Morgan Securities LLC, individually and as representatives of the several underwriters

5.1		Opinion of Kutak Rock LLP regarding the legality of the Notes

8.1		Opinion of Kutak Rock LLP regarding certain tax matters

23.1		Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1)

SIGNATURES

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

Dated: June 3, 2011	FIRST NATIONAL FUNDING LLC, as Depositor
Dated: September 14, 2015			FIRST NATIONAL FUNDING LLC, as Depositor
	~~By:~~	~~First National Funding Corporation,~~	By:	First National Funding Corporation, Managing Member
		Managing Member
			By	/s/ Karlyn M. Knieriem
	By	/s/ Karlyn M. Knieriem
				Karlyn M. Knieriem, Senior Vice President
		Karlyn M. Knieriem, Senior Vice President

EXHIBIT INDEX


Exhibit No.		Document Description

Exhibit 1.1		Underwriting Agreement

Exhibit 5.1		Opinion of Kutak Rock LLP with respect to legality

Exhibit 8.1		Opinion of Kutak Rock LLP with respect to tax matters

Exhibit 23.1		Consent of Kutak Rock LLP (included in Exhibits 5.1 and 8.1)

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