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
HAMPTON ROADS BANKSHARES INC [ HMPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2010 | ||||||||||||||||||||||||||
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, par value $0.01 per share | 12/28/2010 | P | 26,830,015 | A | $0.4 | 179,850,205 | D(1)(3) |
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 | ||||||||
Warrant | $0.4 | 12/28/2010 | J(2) | 999,916(2) | 09/30/2010 | 09/30/2020 | Common Stock, par value $0.01 per share | 999,916(2) | $0 | 16,693,620(2) | D(1)(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is being filed with respect to the shares of the Issuer's common stock, par value $0.01 per share (the "Common Shares"), by Anchorage Advisors Management, L.L.C., the sole managing member of Anchorage Capital Group, L.L.C., the investment manager to Anchorage Capital Master Offshore, Ltd., the sole member of ACMO-HR, L.L.C. Mr. Davis is the President of Anchorage Capital Group, L.L.C. and a managing member of Anchorage Advisors Management, L.L.C. Mr. Ulrich is the Chief Executive Officer of Anchorage Capital Group, L.L.C. and the other managing member of Anchorage Advisors Management, L.L.C. |
2. The Warrant for the purchase of the Common Shares ("Warrant Shares") is held for the account of ACMO-HR, L.L.C. Under the terms of the Warrant, the number of Warrant Shares shall be automatically increased by the number of Common Shares, if any, by which 2% of the Common Shares outstanding immediately after giving effect to the Second Closing (as defined in the Second Amended and Restated Investment Agreement dated August 11, 2010, by and among the Issuer, Carlyle Global Financial Services Partners, L.P. and ACMO-HR, L.L.C.) (and all other transactions occurring prior to or simultaneously therewith) exceeds 15,693,704. On December 28, 2010, ACMO-HR, L.L.C. received notice that an adjustment has been made, and is reporting such adjustment on this Form. |
3. Each of the Reporting Persons may be deemed to be a beneficial owner of the Common Shares, the Warrant and the Warrant Shares for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). Each of the Reporting Persons disclaims beneficial ownership thereof within the meaning of Rule 16a-1(a)(2) under the Exchange Act except to the extent, if any, of its pecuniary interest therein. |
Remarks: |
ANCHORAGE ADVISORS MANAGEMENT, L.L.C. By: /s/ Kevin M. Ulrich, Managing Member | 12/30/2010 | |
ANCHORAGE CAPITAL GROUP, L.L.C. By: /s/ Natalie Birrell, Chief Operating Officer | 12/30/2010 | |
ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. By: /s/ Natalie Birrell, Director | 12/30/2010 | |
ACMO-HR, L.L.C. By: Anchorage Capital Master Offshore, Ltd., its sole member By: Anchorage Capital Group, L.L.C., its investment manager By: /s/ Natalie Birrell, Chief Operating Officer | 12/30/2010 | |
/s/ Anthony L. Davis | 12/30/2010 | |
/s/ Kevin M. Ulrich | 12/30/2010 | |
** 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. |