SEC Form 4 · accession 0001140361-16-074386
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Reed
Director
Period of report
Jul 29, 2016
Accepted (ET)
Aug 2, 2016 · 3:08 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 | 194,537 | — | A | 194,537 | D | |
| Common StockF2 | Jul 29, 2016 | A | 14,432,000 | — | A | 14,432,000 | I | BCP Fund I Virginia Holdings, LLC |
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 | 19,140 | A | — | May 7, 2019 | Common Stock | 19,140 | 19,140 | D |
| Option (right to buy)F4 | $1.03 | Jul 29, 2016 | A | 13,200 | A | — | Apr 3, 2021 | Common Stock | 13,200 | 13,200 | D |
| Option (right to buy)F5 | $0.80 | Jul 29, 2016 | A | 22,000 | A | — | Feb 22, 2022 | Common Stock | 22,000 | 22,000 | D |
| Option (right to buy)F6 | $1.06 | Jul 29, 2016 | A | 22,000 | A | — | Aug 14, 2022 | Common Stock | 22,000 | 22,000 | D |
| WarrantF7 | $2.62 | Jul 29, 2016 | A | 1,722,600 | A | — | May 7, 2019 | Common Stock | 1,722,600 | 1,722,600 | I |
Explanation of responses
- F1Received in exchange for 44,213 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.
- F2These shares of New Xenith common stock are held by BCP Fund I Virginia Holdings, LLC ("BCP Fund LLC"), 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 New Xenith common stock. Mr. Reed shares voting and investment control over the shares beneficially owned by BCP Fund LLC. These shares of New Xenith common stock were received in exchange for 3,280,000 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
- F3These options were converted from options to purchase 4,350 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 3,000 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 5,000 shares of Legacy Xenith common stock for $3.52 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F6These options were converted from options to purchase 5,000 shares of Legacy Xenith common stock for $4.64 per share pursuant to the terms of the Merger Agreement and were fully exercisable.
- F7This warrant was converted from a warrant to purchase 391,500 shares of Legacy Xenith common stock for $11.49 per share pursuant to the terms of the Merger Agreement and was immediately exercisable.