-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGxhUjCaooZxMbM0qS/EFT82MBGwVUSaTeUUIUJZ2tSOrOJgpmLML+EGrP2+nJ54 AC1kOn60C/Hu3tfeI2YcEA== 0001065407-07-000088.txt : 20070119 0001065407-07-000088.hdr.sgml : 20070119 20070119164621 ACCESSION NUMBER: 0001065407-07-000088 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAMPTON ROADS BANKSHARES INC CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542053718 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62335 FILM NUMBER: 07541283 BUSINESS ADDRESS: STREET 1: 201 VOLVO PARKWAY CITY: CHESAPEAKE STATE: VA ZIP: 23320 BUSINESS PHONE: 7574361000 MAIL ADDRESS: STREET 1: 201 VOLVO PARKWAY CITY: CHESAPEAKE STATE: VA ZIP: 23320 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK JOHN SHELDON CENTRAL INDEX KEY: 0001027659 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: SUITE 1800 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 5615465156 MAIL ADDRESS: STREET 1: 305 LAKESHORE RD CITY: SHADY SHORES STATE: TX ZIP: 76208 SC 13D 1 sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ______)* HAMPTON ROADS BANKSHARES, INC. _____________________________________________________________________________ (Name of Issuer) COMMON STOCK _____________________________________________________________________________ (Title of Class of Securities) 409321 10 6 _____________________________________________________________________________ (CUSIP Number) John Sheldon Clark 1633 Broadway, 30th Floor New York, New York 10019 (212) 707-8771 _____________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 2007 _____________________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages _______________________________ __________________________ | | | CUSIP No. 409321 10 6 | 13D | Page 2 of 6 Pages | _______________________________| |__________________________| 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) John Sheldon Clark ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See (a) [ ] Instructions) (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,000 WITH ________________________________________________________ 8 SHARED VOTING POWER 135,000 ________________________________________________________ 9 SOLE DISPOSITIVE POWER 405,000 ________________________________________________________ 10 SHARED DISPOSITIVE POWER 135,000 ______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,000 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.31% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) IN ______________________________________________________________________________ ___________________________ _______________________ | | | CUSIP No. 409321 10 6 | 13D | Page 3 of 6 Pages | ___________________________| |_______________________| Item 1. Security and Issuer. _____________________________ The securities as to which this Schedule 13D ("Schedule") relates are the shares of common stock ("Common Stock") of Hampton Roads Bankshares, Inc. (the "Issuer"). The address of the Issuer's principal executive office is 999 Waterside Drive, Suite 200, Norfolk, Virginia 23510. Item 2. Identity and Background. _________________________________ (a) John Sheldon Clark ("Reporting Person"). (b) The Reporting Person's residence address is 3701 Turtlecreek Boulevard, Apartment 10J, Dallas, Texas 75219. The Reporting Person's office address is 1633 Broadway, 30th Floor, New York, New York 10019. (c) The Reporting Person's principal occupation is as an individual private investor. (d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. (f) The Reporting Person is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. ___________________________________________________________ The Reporting Person owns 405,000 shares of Common Stock which are held directly. The Reporting Person's spouse owns 135,000 shares of Common Stock. All purchases by the Reporting Person and his spouse were made with personal funds. No part of the consideration obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock is or will be borrowed. The total consideration for all of the shares of Common Stock acquired to date (including the shares being reported in Item 5(c) hereof) by the Reporting Person and his spouse is approximately $6.1 million with the aggregate consideration with respect to the shares reported in Item 5(c) hereof amounting to approximately $1.2 million. ___________________________ _______________________ | | | CUSIP No. 409321 10 6 | 13D | Page 4 of 6 Pages | ___________________________| |_______________________| Item 4. Purpose of Transaction. ________________________________ The Reporting Person believes that the shares of Common Stock are an attractive investment and purchased the shares of Common Stock for investment purposes and not for the purpose of influencing the management of the Issuer or exercising control. The Reporting Person will continually evaluate the business, financial condition and business prospects of the Issuer as well as conditions in the economy and the banking industry in general with a view toward determining whether to hold, decrease or add to his investment in the Common Stock. The Reporting Person currently has no plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ______________________________________________ (a) The Reporting Person beneficially owns 540,000 shares of Common Stock which represents approximately 5.31% of the outstanding shares of Common Stock (based upon 10,177,955 shares issued and outstanding as of September 30, 2006 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 7, 2006). (b) The Reporting Person has sole voting and dispositive power with respect to 405,000 shares. The Reporting Person is deemed to have shared voting and dispositive power with respect to 135,000 shares of Common Stock owned solely by his spouse but which are deemed to be beneficially owned by the Reporting Person. The information regarding the Reporting Person's spouse with respect to Item 2, subsections (b) through (f), is the same as the information provided for the Reporting Person. ___________________________ _______________________ | | | CUSIP No. 409321 10 6 | 13D | Page 5 of 6 Pages | ___________________________| |_______________________| (c) The Reporting Person had the following transactions in the Issuer's securities during the last 60 days: Date Amount Price Per Share ______________________ __________________ ____________________ 1/02/07 10,000(1) $11.85 1/02/07 60,000 $11.85 1/10/07 25,000 $11.82 1/10/07 500 $11.90 1/11/07 2,300 $11.88 ________________ (1) Shares purchased by the Reporting Person's spouse. All such transactions were open market purchases. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. _________________________________________________________________ The Reporting Person is not a party to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. __________________________________________ Not applicable. ___________________________ _______________________ | | | CUSIP No. 409321 10 6 | 13D | Page 6 of 6 Pages | ___________________________| |_______________________| Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct. /s/John Sheldon Clark _____________________ John Sheldon Clark Date: January 19, 2007 -----END PRIVACY-ENHANCED MESSAGE-----