SEC Form 4 · accession 0001209191-18-000237

Xenith Bankshares, Inc. · XBKS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas W. Osgood

Officer — EVP/CFO/CAO/Treasurer

Period of report

Jan 1, 2018

Accepted (ET)

Jan 2, 2018 · 4:43 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^F1,F2	Jan 1, 2018	D	82,720	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3	$0.00	Jan 1, 2018	D	2,926	D	—	—	Common Stock	2,926	D
Restricted Stock Units^F3	$0.00	Jan 1, 2018	D	458	D	—	—	Common Stock	458	D
Warrant^F4	$26.20	Jan 1, 2018	D	15,312	D	—	May 7, 2019	Common Stock	15,312	D
Option (right to buy)^F5	$19.70	Jan 1, 2018	D	29,627	D	—	Jul 28, 2023	Common Stock	29,627	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 77,376 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 14,322 shares of Union common stock for $28.01 per share.
F5Pursuant 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 $439,959, subject to any applicable withholdings.