0001209191-16-134568.txt : 20160801
0001209191-16-134568.hdr.sgml : 20160801
20160801152921
ACCESSION NUMBER: 0001209191-16-134568
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160729
FILED AS OF DATE: 20160801
DATE AS OF CHANGE: 20160801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Xenith Bankshares, Inc.
CENTRAL INDEX KEY: 0001442741
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 800229922
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: First Bankshares, Inc.
DATE OF NAME CHANGE: 20080812
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cottrell Wellington W. III
CENTRAL INDEX KEY: 0001473170
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53380
FILM NUMBER: 161797103
MAIL ADDRESS:
STREET 1: 901 E. CARY STREET
STREET 2: ONE JAMES CENTER, SUITE 1700
CITY: RICHMOND
STATE: VA
ZIP: 23219
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-07-29
1
0001442741
Xenith Bankshares, Inc.
XBKS
0001473170
Cottrell Wellington W. III
901 E. CARY STREET
SUITE 1700
RICHMOND
VA
23219
0
1
0
0
EVP and Chief Credit Officer
Common Stock
2016-07-29
4
M
0
4589
A
64459
D
Common Stock
2016-07-29
4
D
0
64459
D
0
D
Option (Right to Buy)
11.49
2016-07-29
4
D
0
17400
D
2019-05-07
Common Stock
17400
0
D
Option (Right to Buy)
4.50
2016-07-29
4
D
0
5000
D
2021-04-03
Common Stock
5000
0
D
Option (Right to Buy)
3.61
2016-07-29
4
D
0
7500
D
2022-02-22
Common Stock
7500
0
D
Option (Right to Buy)
4.15
2016-07-29
4
D
0
17400
D
2022-08-14
Common Stock
17400
0
D
Warrant
11.49
2016-07-29
4
D
0
13920
D
2019-05-07
Common Stock
13920
0
D
Restricted Stock Units
2016-07-29
4
M
0
4589
0.00
D
Common Stock
4589
0
D
Pursuant to the Agreement and Plan of Reorganization, dated as of February 10, 2016 (the "Merger Agreement"), between Xenith Bankshares, Inc. ("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 restricted stock units vested immediately upon grant and became non-forfeitable upon vesting. The delivery of Legacy Xenith shares was accelerated at the effective time of the merger pursuant to the terms of the Merger Agreement.
Each restricted stock unit represented the contingent right to receive one share of common stock of Legacy Xenith.
These shares of common stock were converted into 283,619 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.
These options were exercisable in three equal annual installments on December 22, 2010, December 22, 2011 and December 22, 2012 and were converted into options to purchase 76,560 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.
These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014 and were converted into options to purchase 22,000 shares of New Xenith common stock for $1.03 per share pursuant to the terms of the Merger Agreement.
These options were exercisable in three equal installments on February 23, 2013, February 23, 2014 and February 23, 2015 and were converted into options to purchase 33,000 shares of New Xenith common stock for $0.83 per share pursuant to the terms of the Merger Agreement.
These options were exercisable in three equal installments on August 14, 2013, August 14, 2014 and August 14, 2015 and were converted into options to purchase 76,560 shares of New Xenith common stock for $0.95 per share pursuant to the terms of the Merger Agreement.
This warrant was converted into a warrant to purchase 61,248 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.
/s/Thomas W. Osgood, attorney-in-fact
2016-08-01