SEC Form 4 · accession 0001140361-18-000390
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert Goldstein
10% Owner
Eugene Ludwig
Director · 10% Owner
CapGen Capital Group VI LLC
Director · 10% Owner
CapGen Capital Group VI LP
Director · 10% Owner
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 2:34 pm EST
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, par value $0.01 per shareF1 | Jan 1, 2018 | D | 5,107,514 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF2,F1 | Jan 1, 2018 | D | 1,254 | — | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F3,F4 | Jan 1, 2018 | D | 5,107,514 | — | D | 0 | I | Held by CapGen Capital Group VI LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the merger of Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), pursuant to the Agreement and Plan of Reorganization, dated as of May 19, 2017, the reporting persons received 0.9354 of a share of Union common stock for each share of Xenith common stock held by such reporting person immediately prior to the merger. On December 29, 2017, the last trading day immediately prior to the merger, the closing price of Union common stock was $36.17.
- F2Mr. Goldstein directly owned such shares of Xenith common stock.
- F3As the sole general partner of CapGen Capital Group VI LP ("CapGen LP"), CapGen Capital Group VI LLC ("CapGen LLC") may have been deemed to be the indirect beneficial owner of the shares of Xenith common stock on this row under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it was the beneficial owner of such shares, except to the extent of its pecuniary interest.
- F4Mr. Ludwig, as the managing member of CapGen LLC, may have been deemed to be an indirect beneficial owner of the shares in this row pursuant to Rule 16a-1(a)(2) promulgated under the Exchange Act. As a principal member and member of the investment committee of CapGen LLC, the general partner of CapGen LP, Mr. Goldstein may have been deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Mr. Ludwig and Mr. Goldstein disclaims that he was the beneficial owner of such shares, except to the extent of his pecuniary interest.