0001209191-16-134575.txt : 20160801 0001209191-16-134575.hdr.sgml : 20160801 20160801153636 ACCESSION NUMBER: 0001209191-16-134575 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: Layfield T. Gaylon CENTRAL INDEX KEY: 0001473168 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53380 FILM NUMBER: 161797158 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 0001473168 Layfield T. Gaylon 901 E. CARY STREET SUITE 1700 RICHMOND VA 23219 1 1 0 0 President and CEO Common Stock 2016-07-29 4 M 0 30104 A 188565 D Common Stock 2016-07-29 4 D 0 30755 D 0 I By Trust Common Stock 2016-07-29 4 D 0 188565 D 0 D Option (Right to Buy) 11.49 2016-07-29 4 D 0 69600 D 2019-05-07 Common Stock 69600 0 D Option (Right to Buy) 4.01 2016-07-29 4 D 0 10000 D 2021-08-01 Common Stock 10000 0 D Option (Right to Buy) 3.61 2016-07-29 4 D 0 12000 D 2022-02-22 Common Stock 12000 0 D Option (Right to Buy) 4.15 2016-07-29 4 D 0 69600 D 2022-08-14 Common Stock 69600 0 D Warrant 11.49 2016-07-29 4 D 0 69600 D 2019-05-07 Common Stock 69600 0 D Restricted Stock Units 2016-07-29 4 M 0 30104 0.00 D Common Stock 30104 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 held in trust for the benefit of Mr. Layfield's children, for which Mr. Layfield serves as trustee. These shares were converted into 135,322 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement. These shares of common stock were converted into 829,686 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 306,240 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement. These options were exercisable as follows: 33% on August 2, 2012, 33% on August 2, 2013, and 34% on August 2, 2014, and were converted into options to purchase 44,000 shares of New Xenith common stock for $0.92 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 52,800 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 306,240 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 306,240 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