0001140361-16-074378.txt : 20160802
0001140361-16-074378.hdr.sgml : 20160802
20160802150443
ACCESSION NUMBER: 0001140361-16-074378
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160729
FILED AS OF DATE: 20160802
DATE AS OF CHANGE: 20160802
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 641 LYNNHAVEN PARKWAY
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
BUSINESS PHONE: 757-217-1000
MAIL ADDRESS:
STREET 1: 641 LYNNHAVEN PARKWAY
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Layfield T. Gaylon
CENTRAL INDEX KEY: 0001473168
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32968
FILM NUMBER: 161800198
MAIL ADDRESS:
STREET 1: 901 E. CARY STREET
STREET 2: ONE JAMES CENTER, SUITE 1700
CITY: RICHMOND
STATE: VA
ZIP: 23219
4
1
doc1.xml
FORM 4
X0306
4
2016-07-29
0
0001143155
HAMPTON ROADS BANKSHARES INC
HMPR
0001473168
Layfield T. Gaylon
901 E. CARY STREET, SUITE 1700
RICHMOND
VA
23219
1
1
0
0
CEO
Common Stock
2016-07-29
4
A
0
135322
A
135322
I
See footnote
Common Stock
2016-07-29
4
A
0
829686
A
829686
D
Common Stock
2016-07-29
4
F
0
86139
D
743547
D
Option (right to buy)
2.62
2016-07-29
4
A
0
306240
A
2019-05-07
Common Stock
306240
306240
D
Option (right to buy)
0.92
2016-07-29
4
A
0
44000
A
2021-08-01
Common Stock
44000
44000
D
Option (right to buy)
0.83
2016-07-29
4
A
0
52800
A
2022-02-22
Common Stock
52800
52800
D
Option (right to buy)
0.95
2016-07-29
4
A
0
306240
A
2022-08-14
Common Stock
306240
306240
D
Warrant
2.62
2016-07-29
4
A
0
306240
A
2019-05-07
Common Stock
306240
306240
D
Received in exchange for 30,755 shares of Xenith Bankshares, Inc. ("Legacy Xenith") common stock pursuant to the terms of the Agreement and Plan of Reorganization, dated as of February 10, 2016 (the "Merger Agreement"), between Legacy Xenith and Hampton Roads Bankshares, Inc., Legacy Xenith was merged with and into Xenith Bankshares, Inc. (previously, Hampton Roads Bankshares, Inc., "New Xenith"). These shares of common stock are held in trust for the benefit of Mr. Layfield's children, for which Mr. Layfield serves as trustee. On the effective date of the merger, the closing price of Legacy Xenith's common stock was $8.90 per share, and the closing price of New Xenith's common stock was $2.05 per share.
Received in exchange for 188,565 shares of Legacy Xenith common stock pursuant to the terms of the Merger Agreement. On the effective date of the merger, the closing price of Legacy Xenith's common stock was $8.90 per share, and the closing price of New Xenith's common stock was $2.05 per share.
For purposes of determining the holder's tax liability, the closing price of Legacy Xenith's common stock on the day prior to the effective date of the merger, or $8.67 per share, was used. For purposes of withholding shares of New Xenith to satisfy the tax liability, the average of the closing-sale prices of Hampton Roads Bankshares, Inc.'s common stock on the NASDAQ Global Select Market as reported by The Wall Street Journal for the five full trading days ending on the day preceding the effective date of the merger, or $1.958 per share, was used.
These options were converted from options to purchase 69,600 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
These options were converted from options to purchase 10,000 shares of Legacy Xenith common stock for $4.01 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
These options were converted from options to purchase 12,000 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
These options were converted from options to purchase 69,600 shares of Legacy Xenith common stock for $4.15 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
This warrant was converted from a warrant to purchase 69,600 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.
/s/ Thomas W. Osgood, attorney-in-fact
2016-08-02