Statement of Changes in Beneficial Ownership (4)
03 Janvier 2018 - 8:35PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
CapGen Capital Group VI LP
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2. Issuer Name
and
Ticker or Trading Symbol
Xenith Bankshares, Inc.
[
XBKS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CAPGEN CAPITAL GROUP VI LP, 120 WEST 45TH STREET, SUITE 1010
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2018
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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1/1/2018
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D
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5107514
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D
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(1)
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0
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D
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Common Stock, par value $0.01 per share
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1/1/2018
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D
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1254
(2)
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D
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(1)
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0
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D
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Common Stock, par value $0.01 per share
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1/1/2018
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D
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5107514
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D
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(1)
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0
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I
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Held by CapGen Capital Group VI LP
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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In connection with the merger of Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), pursuant to the Agreement and Plan of Reorganization, dated as of May 19, 2017, the reporting persons received 0.9354 of a share of Union common stock for each share of Xenith common stock held by such reporting person immediately prior to the merger. On December 29, 2017, the last trading day immediately prior to the merger, the closing price of Union common stock was $36.17.
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(2)
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Mr. Goldstein directly owned such shares of Xenith common stock.
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(3)
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As the sole general partner of CapGen Capital Group VI LP ("CapGen LP"), CapGen Capital Group VI LLC ("CapGen LLC") may have been deemed to be the indirect beneficial owner of the shares of Xenith common stock on this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it was the beneficial owner of such shares, except to the extent of its pecuniary interest.
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(4)
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Mr. Ludwig, as the managing member of CapGen LLC, may have been deemed to be an indirect beneficial owner of the shares in this row pursuant to Rule 16a-1(a)(2) promulgated under the Exchange Act. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may have been deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig and Mr. Goldstein disclaims that he was the beneficial owner of such shares, except to the extent of his pecuniary interest.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CapGen Capital Group VI LP
C/O CAPGEN CAPITAL GROUP VI LP
120 WEST 45TH STREET, SUITE 1010
NEW YORK, NY 10036
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X
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X
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GOLDSTEIN ROBERT
C/O CAPGEN CAPITAL GROUP VI LP
120 WEST 45TH STREET, SUITE 1010
NEW YORK, NY 10036
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X
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Ludwig Eugene
C/O CAPGEN CAPITAL GROUP VI LP
120 WEST 45TH STREET, SUITE 1010
NEW YORK, NY 10036
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X
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X
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CapGen Capital Group VI LLC
C/O CAPGEN CAPITAL GROUP VI LP
120 WEST 45TH STREET, SUITE 1010
NEW YORK, NY 10036
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X
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X
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Signatures
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/s/ Robert B. Goldstein
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1/3/2018
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**
Signature of Reporting Person
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Date
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/s/ Eugene A. Ludwig CapGen Capital Group VI LP, by CapGen Capital Group VI LLC, its general partner, by Eugene A. Ludwig, its Managing Member
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1/3/2018
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**
Signature of Reporting Person
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Date
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/s/ Eugene A. Ludwig CapGen Capital Group VI LLC, by Eugene A. Ludwig, its Managing Member
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1/3/2018
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**
Signature of Reporting Person
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Date
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/s/ Eugene A. Ludwig
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1/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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