| 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 Xenith Bankshares, Inc. [ XBKS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 07/29/2016 | M | 7,445(1)(2) | A | (3) | 21,334 | D | |||
| Common Stock | 07/29/2016 | D | 21,334 | D | (4) | 0 | 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 | ||||||||
| Option (Right to Buy) | $11.49 | 07/29/2016 | D | 4,350 | (5) | 05/07/2019 | Common Stock | 4,350 | (5) | 0 | D | ||||
| Option (Right to Buy) | $4.5 | 07/29/2016 | D | 3,000 | (6) | 04/03/2021 | Common Stock | 3,000 | (6) | 0 | D | ||||
| Option (Right to Buy) | $3.52 | 07/29/2016 | D | 5,000 | (7) | 12/21/2021 | Common Stock | 5,000 | (7) | 0 | D | ||||
| Option (Right to Buy) | $4.64 | 07/29/2016 | D | 5,000 | (8) | 12/19/2022 | Common Stock | 5,000 | (8) | 0 | D | ||||
| Warrant | $11.49 | 07/29/2016 | D | 3,480 | (9) | 05/07/2019 | Common Stock | 3,480 | (9) | 0 | I | New Dominion, LLC(9) | |||
| Restricted Stock Units | (3) | 07/29/2016 | M | 2,479 | (1) | (1) | Common Stock | 2,479 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (3) | 07/29/2016 | M | 4,966 | (2) | (2) | Common Stock | 4,966 | $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 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. |
| 2. 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. |
| 3. Each restricted stock unit represented the contingent right to receive one share of common stock of Legacy Xenith. |
| 4. These shares of common stock were converted into 93,869 shares of New Xenith common stock having a market value of $2.05 per share pursuant to the terms of the Merger Agreement. |
| 5. 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 19,140 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement. |
| 6. 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 of New Xenith common stock for $1.03 per share pursuant to the terms of the Merger Agreement. |
| 7. 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. |
| 8. 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. |
| 9. This warrant was owned directly by New Dominion of Virginia, LC, which is managed by Mr. Sisisky. Mr. Sisisky holds the sole voting and investment power of this warrant. This warrant was immediately exercisable and was converted into a warrant to purchase 15,312 shares of New Xenith common stock for $2.62 per share pursuant to the terms of the Merger Agreement. |
| Remarks: |
| /s/Thomas W. Osgood, attorney-in-fact | 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. | ||
