0001209191-18-000237.txt : 20180102
0001209191-18-000237.hdr.sgml : 20180102
20180102164318
ACCESSION NUMBER: 0001209191-18-000237
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: Osgood Thomas W.
CENTRAL INDEX KEY: 0001473171
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32968
FILM NUMBER: 18502327
MAIL ADDRESS:
STREET 1: 901 E. CARY STREET
STREET 2: ONE JAMES CENTER, SUITE 1700
CITY: RICHMOND
STATE: VA
ZIP: 23219
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
0001473171
Osgood Thomas W.
901 E. CARY STREET
SUITE 1700
RICHMOND
VA
23219
0
1
0
0
EVP/CFO/CAO/Treasurer
Common Stock
2018-01-01
4
D
0
82720
D
0
D
Restricted Stock Units
0.00
2018-01-01
4
D
0
2926
0.00
D
Common Stock
2926
0
D
Restricted Stock Units
0.00
2018-01-01
4
D
0
458
0.00
D
Common Stock
458
0
D
Warrant
26.20
2018-01-01
4
D
0
15312
D
2019-05-07
Common Stock
15312
0
D
Option (right to buy)
19.70
2018-01-01
4
D
0
29627
D
2023-07-28
Common Stock
29627
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 77,376 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.
This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 14,322 shares of Union common stock for $28.01 per share.
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 $439,959, subject to any applicable withholdings.
Thomas W. Osgood
2018-01-02