SEC Form 4 · accession 0001209191-18-000222
Xenith Bankshares, Inc. · XBKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas B. Dix III
Officer — EVP/Co-Head of Commercial Bank
Period of report
Jan 1, 2018
Accepted (ET)
Jan 2, 2018 · 4:35 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 | 17,013 | — | 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 | 7,500 | D | — | — | Common Stock | 7,500 | 0 | D |
| Option (right to buy)F4 | $16.10 | Jan 1, 2018 | D | 62,312 | D | — | Aug 22, 2021 | Common Stock | 62,312 | 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 15,913 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.
- F4Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase shares of Xenith common stock, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the Merger was converted into the right to receive a cash payment of approximately $1,149,652, subject to any applicable withholdings.