0001209191-16-134570.txt : 20160801 0001209191-16-134570.hdr.sgml : 20160801 20160801153029 ACCESSION NUMBER: 0001209191-16-134570 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: Felton Larry L CENTRAL INDEX KEY: 0001442751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53380 FILM NUMBER: 161797106 MAIL ADDRESS: STREET 1: P.O. BOX 1340 CITY: SUFFOLK STATE: VA ZIP: 23439 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-07-29 1 0001442741 Xenith Bankshares, Inc. XBKS 0001442751 Felton Larry L 901 E. CARY STREET SUITE 1700 RICHMOND VA 23219 1 0 0 0 Common Stock 2016-07-29 4 M 0 11745 A 52904 D Common Stock 2016-07-29 4 D 0 52904 D 0 D Option (Right to Buy) 4.50 2016-07-29 4 D 0 3000 D 2021-04-03 Common Stock 3000 0 D Option (Right to Buy) 3.52 2016-07-29 4 D 0 5000 D 2021-12-21 Common Stock 5000 0 D Option (Right to Buy) 4.64 2016-07-29 4 D 0 5000 D 2022-12-19 Common Stock 5000 0 D Restricted Stock Units 2016-07-29 4 M 0 5785 0.00 D Common Stock 5785 0 D Restricted Stock Units 2016-07-29 4 M 0 5960 0.00 D Common Stock 5960 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 in 12 equal installments on the last day of each month ending on April 30, 2016. The Legacy Xenith shares 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. These restricted stock units vest in 12 equal installments on the last day of each month ending on April 30, 2017. The Legacy Xenith shares become non-forfeitable upon vesting. The vesting of unvested Legacy Xenith shares and delivery of Legacy Xenith shares were 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 232,777 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 April 4, 2012, April 4, 2013, and April 4, 2014 and were converted into options to purchase 13,200 shares 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 December 22, 2012, December 22, 2013, and December 22, 2014 and were converted into options to purchase 22,000 shares of New Xenith common stock for $0.80 per share pursuant to the terms of the Merger Agreement. These options were exercisable in three equal installments on December 20, 2013, December 20, 2014, and December 20, 2015 and were converted into options to purchase 22,000 shares of New Xenith common stock for $1.06 per share pursuant to the terms of the Merger Agreement. /s/Thomas W. Osgood, attorney-in-fact 2016-08-01