HERITAGE BANKSHARES INC /VA

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Heritage Bankshares, Inc. (the “Company”) for the fiscal year ended December 31, 2012, which was filed with the Securities and Exchange Commission on March 29, 2013 (the “2012 Annual Report”).

This Amendment is being filed solely to update the Summary Compensation Table set forth in Item 11 of the 2012 Annual Report to include certain compensation that was inadvertently omitted from the original filing. In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. Pursuant to Rule 12b-15 promulgated under the Exchange Act, the complete text of Part III, Item 11, and Part IV, Item 15, as amended, are set forth in this Amendment.

Except as described above, no other changes have been made to the 2012 Annual Report. This Amendment to the 2012 Annual Report has not been updated to reflect events occurring subsequent to the original filing date of the 2012 Annual Report.

executive will receive a lump-sum payment equal to 18 months’ base salary then in effect (or, if greater, in effect immediately prior to the change of control), together with payment for all accrued and unused paid time off; and (iv) in the event of the executive’s death, his or her estate will receive one month’s base salary together with payment for all accrued and unused paid time off.