SEC Form 4 · accession 0001209191-18-000214
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald E. Davis
Officer — EVP/CRO/Secretary
Period of report
Jan 1, 2018
Accepted (ET)
Jan 2, 2018 · 4:32 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 StockF1,F2 | Jan 1, 2018 | D | 32,718 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Jan 1, 2018 | D | 472 | D | — | — | Common Stock | 472 | 0 | D |
| WarrantF4 | $26.20 | Jan 1, 2018 | D | 3,062 | D | — | May 7, 2019 | Common Stock | 3,062 | 0 | D |
| Option (right to buy)F5 | $26.20 | Jan 1, 2018 | D | 10,718 | D | — | May 7, 2019 | Common Stock | 10,718 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") between Xenith Bankshares, Inc. ("Xenith") and Union Bankshares Corporation ("Union"), Xenith was merged with and Union (the "Merger") on January 1, 2018. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Xenith common stock that was outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.9354 shares of Union common stock (the "Exchange Ratio") and cash in lieu of any fractional shares (together, the "Merger Consideration").
- F2Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 30,604 shares of Union common stock having a market value of $33.83 per share.
- F3Pursuant to the Merger Agreement, at the effective time of the Merger, each Xenith restricted stock unit that was outstanding and unsettled, unvested or contingent immediately prior to the effective time of the Merger vested fully and was converted into the right to receive, without interest, the Merger Consideration payable in respect of each share of Xenith common stock underlying such Xenith restricted stock unit.
- F4This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 2,864 shares of Union common stock for $28.01 per share.
- F5These options were exercisable in three equal installments on December 22, 2010, December 22, 2011, and December 22, 2012. Pursuant to the Merger Agreement, at the effective time of the Merger, this Xenith stock option was converted into the right to receive a cash payment of approximately $89,495.