Statement of Changes in Beneficial Ownership (4)
03 Janvier 2018 - 9:27PM
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
*
Reed Scott A.
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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
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
901 E. CARY STREET, SUITE 1700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2018
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(Street)
RICHMOND, VA 23219
(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)
_
X
_ Form filed by One Reporting Person
___ 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
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1/1/2018
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D
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19453
(1)
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D
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(2)
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0
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D
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Common Stock
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1/1/2018
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D
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1443200
(1)
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D
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(3)
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0
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I
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BCP Fund I Virginia Holdings, LLC
(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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Warrant
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$26.20
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1/1/2018
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D
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172260
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(5)
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5/7/2019
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Common Stock
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172260
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(5)
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0
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I
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BCP Fund I Virginia Holdings, LLC
(4)
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Option (right to buy)
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$26.20
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1/1/2018
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D
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1914
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(6)
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5/7/2019
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Common Stock
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1914
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(6)
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0
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D
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Option (right to buy)
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$10.30
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1/1/2018
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D
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1320
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(7)
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4/3/2021
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Common Stock
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1320
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(7)
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0
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D
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Option (right to buy)
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$8.00
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1/1/2018
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D
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2200
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(8)
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2/22/2022
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Common Stock
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2200
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(8)
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0
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D
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Option (right to buy)
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$10.60
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1/1/2018
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D
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2200
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(9)
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8/14/2022
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Common Stock
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2200
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(9)
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0
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D
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Explanation of Responses:
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(1)
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Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") between Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), Xenith was merged with and Union (the "Merger") on January 1, 2018. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Xenith common stock that was outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.9354 shares of Union common stock (the "Exchange Ratio") and cash in lieu of any fractional shares (together, the "Merger Consideration").
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(2)
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Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 18,196 shares of Union common stock having a market value of $33.83 per share.
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(3)
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Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 1,349,969 shares of Union common stock having a market value of $33.83 per share.
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(4)
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These securities were held by BCP Fund I Virginia Holdings, LLC ("BCP Fund LLC"), which is the direct beneficial owner of the shares. BankCap Partners Fund I, L.P. ("BankCap Partners Fund") is the sole member of BCP Fund LLC. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Mr. Reed is a manager of BankCap LLC. BankCap Partners Fund, BankCap Partners GP, BankCap LLC and Mr. Reed are indirect beneficial owners of these shares of Legacy Xenith common stock. Mr. Reed shares voting and investment control over the shares beneficially owned by BCP Fund LLC.
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(5)
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This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 161,260 shares of Union common stock for $28.01 per share.
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(6)
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These options were exercisable in three equal annual installments on December 22, 2010, December 22, 2011 and December 22, 2012. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $15,982, subject to any applicable withholdings.
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(7)
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These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $32,010, subject to any applicable withholdings.
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(8)
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These options were exercisable in three equal installments on December 22, 2012, December 22, 2013, and December 22, 2014. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $58,410, subject to any applicable withholdings.
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(9)
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These options were exercisable in three equal installments on December 20, 2013, December 20, 2014, and December 20, 2015. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $52,690, subject to any applicable withholdings.
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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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Reed Scott A.
901 E. CARY STREET
SUITE 1700
RICHMOND, VA 23219
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X
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Signatures
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/s/ Thomas W. Osgood, attorney-in-fact
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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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