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

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1. Name and Address of Reporting Person * NIXON TERESA C 2. Issuer Name and Ticker or Trading Symbol FIRST BANCORP /NC/ [FBNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EXECUTIVE VP (Last) (First) (Middle) 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2011 (Street)   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 12/23/2011   L 5.277 A $ 11.37 24,779.7553 D   Common Stock 11/25/2011   L 6.0362 A $ 9.94 24,779.7553 D   Common Stock 10/25/2011   L 5.0042 A $ 11.99 24,779.7553 D   Common Stock 09/23/2011   P4(1)(2) 6.3425 A $ 9.46 24,779.7553 D   Common Stock 08/25/2011   P4(1)(2) 6.5862 A $ 9.11 24,779.7553 D   Common Stock 07/25/2011   P4(1)(2) 5.9406 A $ 10.1 24,779.7553 D   Common Stock 06/24/2011   P4(1)(2) 5.7034 A $ 10.52 24,779.7553 D   Common Stock 05/25/2011   P4(1)(2) 5.1502 A $ 11.65 24,779.7553 D   Common Stock 04/25/2011   P4(1)(2) 4.5489 A $ 13.19 24,779.7553 D   Common Stock 03/28/2011   S4(1)(3) 2,091.9974 D $ 13.4788 18,567.8721 I 401k Plan Common Stock 03/25/2011   P4(1)(2) 4.5524 A $ 13.18 24,779.7553 D   Common Stock 02/25/2011   P4(1)(2) 4.1181 A $ 14.57 24,779.7553 D   Common Stock 01/25/2011   P4(1)(2) 3.6697 A $ 16.35 24,779.7553 D   Common Stock             1,414 I Carolina Girls Ff Common Stock             37 I Custodian Under Utma

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NIXON TERESA C Â	Â	Â	  EXECUTIVE VP	Â

Signatures

/s/ Timothy S. Maples, Attorney-in-fact		02/14/2012
**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)	Certain of the reporting person's purchases of FBNC common stock herein on this Form 5 were matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's sale of shares of FBNC common stock through a loan from the reporting person's 401(k) account on March 28, 2011. The reporting person has paid $103.48 to the Company, representing the full amount of the profit realized in connection with the short swing transactions.
(2)	The transaction code for this transaction is "P4" as the transaction should ave been reported previously on Form 4.
(3)	The transaction code for this transaction is "S4" as the transaction should have been previously reported on Form 4.

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