| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BAY BANKS OF VIRGINIA INC [ BAYK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/01/2021 | A(1) | 1,333(2) | A | $17.93 | 7,814(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $13.8(4) | 01/31/2021 | 12/07/2027 | Common Stock | 433 | 433(5) | D | ||||||||
| Stock Option (right to buy) | $10.77(6) | 01/31/2021 | 05/20/2029 | Common Stock | 750 | 750(7) | D | ||||||||
| Explanation of Responses: |
| 1. Stock received in lieu of cash compensation. |
| 2. Restricted stock subject to a vesting schedule. |
| 3. (3) On March 17, 2021, Blue Ridge Bankshares, Inc., (the "Company") declared a three-for-two stock split effected in the form of a 50% stock dividend on its common stock outstanding to shareholders of record as of April 20, 2021. As a result, the reporting person received 2,160 shares of the Company's common stock as of April 20, 2021. |
| 4. This option was previously reported as an option for 289 shares of common stock at an exercise price of $20.70, but was adjusted to reflect the stock split declared by the Company on March 17, 2021. |
| 5. As a result of the stock split declared by the Company on March 17, 2021, the reporting person received 144 shares of the Company's common stock as of April 20, 2021. At the same time, pursuant to anti-dilution provisions of the Company's equity compensation plans, an option for 433 shares of common stock held by the reporting person on April 20, 2021 became exercisable for 433 shares of common stock. |
| 6. This option was previously reported as an option for 500 shares of common stock at an exercise price of $16.16, but was adjusted to reflect the stock split declared by the Company on March 17, 2021. |
| 7. As a result of the stock split declared by the Company on March 17, 2021, the reporting person received 250 shares of the Company's common stock as of April 20, 2021. At the same time, pursuant to anti-dilution provisions of the Company's equity compensation plans, an option for 750 shares of common stock held by the reporting person on April 20, 2021 became exercisable for 750 shares of common stock. |
| /s/ Elizabeth H. Crowther | 08/18/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
