SEC Form 4 · accession 0001140361-16-074378

Xenith Bankshares, Inc. · XBKS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

T. Gaylon Layfield

Officer — CEO · Director

Period of report

Jul 29, 2016

Accepted (ET)

Aug 2, 2016 · 3:04 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 Stock^F1	Jul 29, 2016	A	135,322	—	A	135,322	I	See footnote
Common Stock^F2	Jul 29, 2016	A	829,686	—	A	829,686	D
Common Stock^F3	Jul 29, 2016	F	86,139	—	D	743,547	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy)^F4	$2.62	Jul 29, 2016	A	306,240	A	—	May 7, 2019	Common Stock	306,240	306,240	D
Option (right to buy)^F5	$0.92	Jul 29, 2016	A	44,000	A	—	Aug 1, 2021	Common Stock	44,000	44,000	D
Option (right to buy)^F6	$0.83	Jul 29, 2016	A	52,800	A	—	Feb 22, 2022	Common Stock	52,800	52,800	D
Option (right to buy)^F7	$0.95	Jul 29, 2016	A	306,240	A	—	Aug 14, 2022	Common Stock	306,240	306,240	D
Warrant^F8	$2.62	Jul 29, 2016	A	306,240	A	—	May 7, 2019	Common Stock	306,240	306,240	D

Explanation of responses

F1Received in exchange for 30,755 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 (the "Merger Agreement"), 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"). These shares of common stock are held in trust for the benefit of Mr. Layfield's children, for which Mr. Layfield serves as trustee. 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.
F2Received in exchange for 188,565 shares of Legacy Xenith common stock pursuant to the terms of the Merger Agreement. 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.
F4These options were converted from options to purchase 69,600 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
F5These options were converted from options to purchase 10,000 shares of Legacy Xenith common stock for $4.01 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
F6These options were converted from options to purchase 12,000 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
F7These options were converted from options to purchase 69,600 shares of Legacy Xenith common stock for $4.15 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
F8This warrant was converted from a warrant to purchase 69,600 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.