Grant S Grayson Form 4 FIRST CAPITAL BANCORP / GRANT S GRAYSON ownership change

SEC Form 4

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^*

GRAYSON GRANT S

(Last) (First) (Middle)

1827 GROVE AVENUE

(Street)

RICHMOND VA 23220

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST CAPITAL BANCORP, INC. [ FCVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
First Capital Bancorp, Inc., Common Stock	01/01/2016		D		154,063	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
First Capital Bancorp, Inc. Options	$3.94	01/01/2016		D			12,500	02/28/2013	02/28/2021	Common Stock	12,500	(2)	0	D
First Capital Bancorp, Inc. Warrants	$2	01/01/2016		D			100,000	05/11/2012	05/11/2022	Common Stock	50,000	(3)	0	D

Explanation of Responses:

1. Each stockholder of the company was provided with an election with respect to merger consideration, on a per share basis, consisting of $5.54 in cash or 0.7748 shares of Park Sterling Corporation common stock.

2. Stock options have been converted to cash at the time of the merger in an amount per share underlying the option of $5.54 less the exercise price of the option, payable by Park Sterling Corporation.

3. Each warrant holder of the company was provided an election with respect to the merger consideration, on a per warrant basis, consisting of $1.77 in cash or 0.24755 shares of Park Sterling Corporation common stock.

Remarks:

	William W. Ranson, POA	01/11/2016
	** 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).
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