Xenith Bankshares (XBKS) Form 4 Xenith Bankshares / Thomas W. Osgood 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Osgood Thomas W.

(Last) (First) (Middle)

901 E. CARY STREET

SUITE 1700

(Street)

RICHMOND VA 23219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xenith Bankshares, Inc. [ XBKS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP/CFO/CAO/Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2016

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
Common Stock	07/29/2016		M		9,179(1)	A	(2)	93,834	D
Common Stock	07/29/2016		D		93,834	D	(3)	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
Option (Right to Buy)	$11.49	07/29/2016		D			34,800	(4)	05/07/2019	Common Stock	34,800	(4)	0	D
Option (Right to Buy)	$4.5	07/29/2016		D			5,000	(5)	04/03/2021	Common Stock	5,000	(5)	0	D
Option (Right to Buy)	$3.61	07/29/2016		D			7,500	(6)	02/22/2022	Common Stock	7,500	(6)	0	D
Option (Right to Buy)	$4.15	07/29/2016		D			34,800	(7)	08/14/2022	Common Stock	34,800	(7)	0	D
Warrant	$11.49	07/29/2016		D			34,800	(8)	05/07/2019	Common Stock	34,800	(8)	0	D
Restricted Stock Units	(2)	07/29/2016		M			9,179	(1)	(1)	Common Stock	9,179	$0.00	0	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit represented the contingent right to receive one share of common stock of Legacy Xenith.

3. These shares of common stock were converted into 412,869 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement.

4. 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 153,120 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.

5. 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.

6. 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.

7. 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 153,120 shares of New Xenith common stock for $0.95 per share pursuant to the terms of the Merger Agreement.

8. This warrant was converted into a warrant to purchase 153,120 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement.

Remarks:

	/s/Thomas W. Osgood	08/01/2016
	** 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).
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.