SEC Form 4 · accession 0001140361-16-074383
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W. Osgood
Officer — EVP and CFO
Period of report
Jul 29, 2016
Accepted (ET)
Aug 2, 2016 · 3:07 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 | Jul 29, 2016 | A | 412,869 | — | A | 412,869 | D | |
| Common StockF2 | Jul 29, 2016 | F | 25,181 | — | D | 387,688 | 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)F3 | $2.62 | Jul 29, 2016 | A | 153,120 | A | — | May 7, 2019 | Common Stock | 153,120 | 153,120 | D |
| Option (right to buy)F4 | $1.03 | Jul 29, 2016 | A | 22,000 | A | — | Apr 3, 2021 | Common Stock | 22,000 | 22,000 | D |
| Option (right to buy)F5 | $0.83 | Jul 29, 2016 | A | 33,000 | A | — | Feb 22, 2022 | Common Stock | 33,000 | 33,000 | D |
| Option (right to buy)F6 | $0.95 | Jul 29, 2016 | A | 153,120 | A | — | Aug 14, 2022 | Common Stock | 153,120 | 153,120 | D |
| WarrantF7 | $2.62 | Jul 29, 2016 | A | 153,120 | A | — | May 7, 2019 | Common Stock | 153,120 | 153,120 | D |
Explanation of responses
- F1Received in exchange for 93,843 shares of Xenith Bankshares, Inc. ("Legacy Xenith") 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"). 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.
- F2For 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.
- F3These options were converted from options to purchase 34,800 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F4These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $4.50 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F5These options were converted from options to purchase 7,500 shares of Legacy Xenith common stock for $3.61 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F6These options were converted from options to purchase 34,800 shares of Legacy Xenith common stock for $4.15 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F7This warrant was converted from a warrant to purchase 34,800 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.