0001209191-18-000222.txt : 20180102
0001209191-18-000222.hdr.sgml : 20180102
20180102163526
ACCESSION NUMBER: 0001209191-18-000222
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180101
FILED AS OF DATE: 20180102
DATE AS OF CHANGE: 20180102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dix Thomas B. III
CENTRAL INDEX KEY: 0001573526
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32968
FILM NUMBER: 18502239
MAIL ADDRESS:
STREET 1: 641 LYNNHAVEN PARKWAY
CITY: VIRGINIA BEACH
STATE: VA
ZIP: 23452
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Xenith 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: ONE JAMES CENTER
STREET 2: 901 E. CARY STREET, SUITE 1700
CITY: RICHMOND
STATE: VA
ZIP: 23219
BUSINESS PHONE: (804) 433-2200
MAIL ADDRESS:
STREET 1: ONE JAMES CENTER
STREET 2: 901 E. CARY STREET, SUITE 1700
CITY: RICHMOND
STATE: VA
ZIP: 23219
FORMER COMPANY:
FORMER CONFORMED NAME: HAMPTON ROADS BANKSHARES INC
DATE OF NAME CHANGE: 20010619
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-01-01
1
0001143155
Xenith Bankshares, Inc.
XBKS
0001573526
Dix Thomas B. III
901 EAST CARY STREET
SUITE 1700
RICHMOND
VA
23219
0
1
0
0
EVP/Co-Head of Commercial Bank
Common Stock
2018-01-01
4
D
0
17013
D
0
D
Restricted Stock Units
0.00
2018-01-01
4
D
0
7500
0.00
D
Common Stock
7500
0
D
Option (right to buy)
16.10
2018-01-01
4
D
0
62312
D
2021-08-22
Common Stock
62312
0
D
Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") between Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), Xenith was merged with and Union (the "Merger") on January 1, 2018. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Xenith common stock that was outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.9354 shares of Union common stock (the "Exchange Ratio") and cash in lieu of any fractional shares (together, the "Merger Consideration").
Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 15,913 shares of Union common stock having a market value of $33.83 per share.
Pursuant to the Merger Agreement, at the effective time of the Merger, each Xenith restricted stock unit that was outstanding and unsettled, unvested or contingent immediately prior to the effective time of the Merger vested fully and was converted into the right to receive, without interest, the Merger Consideration payable in respect of each share of Xenith common stock underlying such Xenith restricted stock unit.
Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase shares of Xenith common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of approximately $1,149,652, subject to any applicable withholdings.
/s/ Thomas W. Osgood, attorney-in-fact
2018-01-02