Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
ZACHARY BENJAMIN I
 2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP OF NORTH CAROLINA INC [PEBK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

518 WEST C STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016
(Street)


NEWTON, NC 28658		 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 01/29/2016   L(8) 157 A $ 19.2192 28,200.425 D  
Common Stock 02/16/2016   L(8) 126 A $ 18.7862 28,326.425 D  
Common Stock 02/24/2016   L(8) 104 A $ 18.7869 28,430.425 D  
Common Stock 03/18/2016   L(9) 71.4537 A $ 18.8 28,501.8787 D  
Common Stock 05/02/2016   L(1) 329 A $ 19.3496 28,830.8787 D  
Common Stock 06/15/2016   L(8) 197 A $ 19.445 29,027.8787 D  
Common Stock 06/20/2016   L(9) 86.3888 A $ 19.52 29,114.2675 D  
Common Stock 07/28/2016   L(8) 266 A $ 20.6 29,380.2675 D  
Common Stock 09/01/2016   L(8) 130 A $ 22.1399 29,510.2675 D  
Common Stock 09/20/2016   L(9) 80.7477 A $ 20.99 29,591.0152 D  
Common Stock 10/28/2016   L(8) 269 A $ 20.9899 29,860.0152 D  
Common Stock 11/30/2016   L(8) 168 A $ 22.8999 30,028.0152 D  
Common Stock 12/20/2016   L(9) 72.9384 A $ 23.35 30,100.9536 D  
Common Stock             64,038 I Alexander Railroad Company

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
Restricted Stock Units (1)   03/22/2012(3)   A 810   03/22/2017   (7) Common Stock
810
$ 0 810
D
 
Restricted Stock Units (1)   05/23/2013(4)   A 810   05/23/2017   (7) Common Stock
810
$ 0 810
D
 
Restricted Stock Units (1)   02/20/2014(5)   A 650   02/20/2017   (7) Common Stock
650
$ 0 650
D
 
Restricted Stock Units (1)   02/19/2015(6)   A 375   02/19/2019   (7) Common Stock
375
$ 0 375
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ZACHARY BENJAMIN I
518 WEST C STREET
NEWTON, NC 28658		   X      

Signatures

Benjamin I. Zachary 02/14/2017
**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) The Restricted Stock Units ("RSUs") reported herein were previously reported in Table I on Form 4 or Form 5 filed with the SEC on the applicable grant date or at year end. The purpose of this filing is to remove the RSUs from Table I and report them instead in Table II. The revised number of Non-Derivative Securities owned is disclosed in Table I.
(2) Each RSU represents the contingent right to receive either one share of Common Stock or a cash payment equal tothe fair market value of one share of Common Stock, in each case upon vesting of the RSU and in accordance with the terms of the RSU Award Agreement.
(3) RSUs granted on 3/22/2012 vest 100% on 3/22/2017. Upon vesting, the reporting person will receive 100% of the RSUs in the form of Common Stock.
(4) RSUs granted on 5/23/2013 vest 100% on 5/23/2017. Upon vesting, the reporting person will receive 100% of the RSUs in the form of Common Stock.
(5) RSUs granted on 2/20/2014 vest 100% on 2/20/2017. Upon vesting, the reporting person will receive 100% of the RSUs in the form of Common Stock.
(6) RSUs granted on 2/19/2015 vest 100% on 2/19/2019. Upon vesting, the reporting person will receive 100% of the RSUs in the form of Common Stock.
(7) No Expiration Date
(8) Shares acquired through Directors and Officers Deferral Plan.
(9) Dividend Reinvestment Plan

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.