Eric F Nost Form 4 BAY BANKS OF VIRGINIA / Eric F Nost 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^*

Nost Eric F

(Last) (First) (Middle)

P.O. BOX 689

(Street)

IRVINGTON VA 22480

(City) (State) (Zip)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2021

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	01/31/2021		D		20,198	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
Stock Option	$10.35	01/31/2021		D			2,500	12/07/2017	12/07/2027	Common Stock	2,500	(2)	0	D
Stock Option	$8.08	01/31/2021		D			1,000	05/20/2019	05/20/2029	Common Stock	1,000	(2)	0	D
Stock Option	$8.1	01/31/2021		D			2,500	06/12/2019	06/12/2029	Common Stock	2,500	(2)	0	D

Explanation of Responses:

1. Effective January 31, 2021, pursuant to an Agreement and Plan of Reorganization, dated as of August 12, 2020, as amended on November 6, 2020 (the "Merger Agreement"), between the Bay Banks of Virginia, Inc. ("Bay Banks") and Blue Ridge Bankshares, Inc. ("Blue Ridge"), Bay Banks merged with and into Blue Ridge, with Blue Ridge as the surviving company (the "Merger"). In the Merger, each share of Bay Banks common stock converted into 0.50 shares of Blue Ridge common stock.

2. This option was converted into an option to purchase shares of Blue Ridge common stock equal to the number of shares of Bay Banks common stock subject to such option multiplied by 0.50, at an exercise price equal to the exercise price of such option divided by 0.50.

	/s/ Eric F. Nost	02/02/2021
	** 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.