FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Bentley Elizabeth M.
 2. Issuer Name and Ticker or Trading Symbol
UNION FIRST MARKET BANKSHARES CORP [ubsh] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP
(Last)
(First)
(Middle)

1051 E. CARY STREET, SUITE 1200		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


RICHMOND, VA 23219		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             4,359 (1) D  
Common Stock             5,165 I By Trustee of ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Incentive Stock Option (right-to-buy) $ 18.58           01/23/2004 01/23/2013 Common Stock
1,125
  1,125
D
 
Employee Incentive Stock Option (right-to-buy) $ 22.65           01/29/2005 01/29/2014 Common Stock
1,125
  2,250
D
 
Employee Incentive Stock Option (right-to-buy) $ 23.50           12/30/2005 01/29/2015 Common Stock
825
  3,075
D
 
Employee Incentive Stock Option (right-to-buy) $ 31.57           02/23/2007 02/23/2016 Common Stock
750
  3,825
D
 
Employee Non-Qualified Stock Option (right-to-buy) $ 16.45           04/28/2011 04/28/2020 Common Stock
5,099
  8,924
D
 
Employee Non-Qualified Stock Option (right-to-buy) $ 12.11           04/26/2012 04/26/2021 Common Stock
7,404
  16,328
D
 
Employee Non-Qualified Stock Option (right-to-buy) $ 14.40           02/23/2013 02/23/2022 Common Stock
7,268
  23,596
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bentley Elizabeth M.
1051 E. CARY STREET
SUITE 1200
RICHMOND, VA 23219		       EVP  

Signatures

/s/ Elizabeth M. Bentley 02/12/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 484 shares of restricted stock; 484 shares of restricted stock vested at the close of NASDAQ market on 12/17/2012 (of which 155 shares were traded to cover applicable taxes per contract).

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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