FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIRGINIA COMMERCE BANCORP INC [ vcbi ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 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 | ||||||
Common Stock | 01/31/2014 | D | 45,169 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Common Stock Options | $12.7824 | 01/31/2014 | D | 6,805 | 01/18/2006 | 01/18/2015 | Common Stock | 6,805 | (2) | 0 | D | ||||
Common Stock Options | $16.7604 | 01/31/2014 | D | 5,445 | 01/11/2007 | 01/11/2016 | Common Stock | 5,445 | (2) | 0 | D | ||||
Common Stock Options | $15.9917 | 01/31/2014 | D | 5,142 | 01/16/2008 | 01/16/2017 | Common Stock | 5,142 | (2) | 0 | D | ||||
Common Stock Options | $10.6727 | 01/31/2014 | D | 9,471 | 01/30/2009 | 01/30/2018 | Common Stock | 9,471 | (2) | 0 | D | ||||
Common Stock Options | $4.31 | 01/31/2014 | D | 4,305 | 01/28/2010 | 01/28/2019 | Common Stock | 4,305 | (2) | 0 | D | ||||
Common Stock Options | $6.06 | 01/31/2014 | D | 15,797 | 01/28/2012 | 01/28/2021 | Common Stock | 15,797 | (2) | 0 | D |
Explanation of Responses: |
1. Effective January 31, 2014, pursuant to an Agreement and Plan of Reorganization, dated as of January 29, 2013, as amended (the Merger Agreement), by and among United Bankshares, Inc. (United), Virginia Commerce Bancorp, Inc. (Virginia Commerce) and George Mason Bankshares, Inc. (George Mason), Virginia Commerce merged with and into George Mason, with George Mason as the surviving company (the Merger). In the Merger, each share of Virginia Commerce common stock converted into the right to receive 0.5442 shares of United common stock |
2. Effective January 31, 2014, pursuant to the Merger Agreement and in connection with the Merger, each option to purchase shares of Virginia Commerce common stock vested and converted into an option to purchase shares of United common stock, adjusted based on the 0.5442 exchange ratio. |
Krista DiVenere as attorney in fact for Patricia M. Ostrander | 01/31/2014 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |