0001209191-18-000246.txt : 20180102 0001209191-18-000246.hdr.sgml : 20180102 20180102164826 ACCESSION NUMBER: 0001209191-18-000246 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: Phillips Edward H. Jr. CENTRAL INDEX KEY: 0001540682 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32968 FILM NUMBER: 18502369 MAIL ADDRESS: STREET 1: ONE JAMES CENTER STREET 2: 901 EAST CARY STREET, 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 0001540682 Phillips Edward H. Jr. 901 E. CARY STREET SUITE 1700 RICHMOND VA 23219 0 1 0 0 EVP/ Co-Head of Comm. Banking Common Stock 2017-10-12 5 G 0 E 607 0.00 D 19998 D Common Stock 2017-10-12 5 G 0 E 258 0.00 D 19740 D Common Stock 2017-11-27 5 G 0 E 713 0.00 D 19027 D Common Stock 2018-01-01 4 D 0 19027 D 0 D Common Stock 2018-01-01 4 D 0 3828 D 0 I By Trust Restricted Stock Units 0.00 2018-01-01 4 D 0 267 0.00 D Common Stock 267 0 D Warrant 26.20 2018-01-01 4 D 0 1531 D 2019-05-07 Common Stock 1531 0 D Option (right to buy) 26.20 2018-01-01 4 D 0 3062 D 2019-05-07 Common Stock 3062 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 17,797 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, these shares of Xenith common stock were converted into the right to receive 3,580 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 1,432 shares of Union common stock for $28.01 per share. These options were exercisable in three equal installments on December 22, 2010, December 22, 2011, and December 22, 2012. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $25,568, subject to any applicable withholdings. /s/ Thomas W. Osgood, attorney-in-fact 2018-01-02