Sec Form 3 Filing - FITZGERALD JAMES G @ CHAIN BRIDGE BANCORP INC - 2024-10-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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

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1. Name and Address of Reporting Person FITZGERALD JAMES G 2. Issuer Name and Ticker or Trading Symbol CHAIN BRIDGE BANCORP INC [ CBNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1445-A LAUGHLIN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2024 (Street) MCLEAN, VA22101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 59,500 D Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 170,000 I By Otis Road Investments, L.P. ( 2 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 51,000 I By Anhinga Trust ( 3 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 103,020 I By Fitzgerald 2002 Special Trust ( 4 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 79,560 I By GFF Family Trust ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FITZGERALD JAMES G 1445-A LAUGHLIN AVENUE MCLEAN, VA22101 X Signatures /s/ Rachel G. Miller, attorney-in-fact 10/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. ( 2 )Shares held by a family limited partnership for which Reporting Person is a co-manager and member of the limited liability company managing general partner and for which he may be deemed to have voting or investment power. Reporting Person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 3 )Shares held by a trust of which Reporting Person is the trustee and Reporting Person's son is the sole beneficiary. ( 4 )Shares held by a trust of which Reporting Person is a co-trustee and Reporting Person's children are beneficiaries. Reporting Person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks: Reporting Person may be deemed to be a member of a group with other affiliated individuals and entities that collectively are 10% owners, which group includes James G. Fitzgerald, Gerald F. Fitzgerald, Jr., Thomas G. Fitzgerald, Julie Fitzgerald Schauer, Thomas G. Fitzgerald, Jr., Andrew J. Fitzgerald, Lauren Fitzgerald Peterson, Everglades Trust and JEM Management, L.P. (collectively, the "Fitzgerald Family Reporting Persons"). Reporting Person disclaims the existence of a group and disclaims beneficial ownership of any securities held by the other Fitzgerald Family Reporting Persons, except to the extent of his pecuniary interest therein.Exhibit List: Exhibit 24.1 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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