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