UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2017

FIRST NATIONAL MASTER NOTE TRUST

FIRST NATIONAL FUNDING LLC

FIRST NATIONAL BANK OF OMAHA

(Exact name of Issuing Entity, Depositor/Registrant and Sponsor, as specified in their respective charters)

Nebraska

(State of Incorporation)

                    (402) 341-0500                    

(Registrant’s telephone number, including area code)

                         Not applicable                        

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

First National Funding LLC (“Funding”) entered into an Underwriting Agreement, dated October 12, 2017 (“Underwriting Agreement”), among Funding, First National Bank of Omaha, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC relating to the Class A Series 2017-2 Asset Backed Notes (the “Offered Notes”), a copy of which is filed with this Form 8-K as Exhibit 1.1, issued by First National Master Note Trust (the “Issuer”) described in the related Prospectus dated October 12, 2017.

In order to facilitate the issuance of the Offered Notes (and certain retained notes), Funding will cause the Issuer to enter into a Series 2017-2 Indenture Supplement (the “Indenture Supplement”), to be dated on or about October 19, 2017, by and between the Issuer and U.S. Bank National Association (the “Indenture Trustee”), pursuant to the Second Amended and Restated Master Indenture, by and between the Issuer and the Indenture Trustee, dated as of September 23, 2016,. A copy of the form of Indenture Supplement that the Issuer intends to execute is filed with this Form 8-K as Exhibit 4.1.

First National Bank of Omaha, First National Funding LLC and First National Master Note Trust will enter into a Risk Retention Agreement to be dated on or about October 19, 2017. A copy of the form of Risk Retention Agreement that they intend to execute is filed with this Form 8-K as Exhibit 4.2.

In connection with the issuance of the Offered Notes, the chief executive officer of Funding has made the certifications required by Paragraph I.B.1(a) of Form SF-3. Such certifications are being filed with this Form 8-K as Exhibit 36.1 in order to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

The Registrant is filing Exhibits 5.1 and 8.1 in connection with the offer and sale of the Offered Notes.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX