SEC Form 4/A · accession 0000899243-16-031551
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Thomas W. Osgood
Officer — EVP and CFO
Period of report
Jul 29, 2016
Accepted (ET)
Oct 11, 2016 · 4:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001143155
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 29, 2016 | A | 448,074 | — | A | 448,074 | D | |
| Common StockF3 | Jul 29, 2016 | F | 25,181 | — | D | 422,893 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This is an amendment to the Form 4 originally filed on August 2, 2016, which erroneously indicated that the number of securities acquired and the amount of securities benefically owned was 412,869 instead of 448,074.
- F2Received in exchange for 101,835 shares of Xenith Bankshares, Inc. ("Legacy Xenith") common stock pursuant to the terms of the Agreement and Plan of Reorganization, dated as of February 10, 2016, between Legacy Xenith and Hampton Roads Bankshares, Inc., Legacy Xenith was merged with and into Xenith Bankshares, Inc. (previously, Hampton Roads Bankshares, Inc., "New Xenith"). On the effective date of the merger, the closing price of Legacy Xenith's common stock was $8.90 per share, and the closing price of New Xenith's common stock was $2.05 per share.
- F3For purposes of determining the holder's tax liability, the closing price of Legacy Xenith's common stock on the day prior to the effective date of the merger, or $8.67 per share, was used. For purposes of withholding shares of New Xenith to satisfy the tax liability, the average of the closing-sale prices of Hampton Roads Bankshares, Inc.'s common stock on the NASDAQ Global Select Market as reported by The Wall Street Journal for the five full trading days ending on the day preceding the effective date of the merger, or $1.958 per share, was used.