SEC Form 4 · accession 0001209191-18-000246

Xenith Bankshares, Inc. · XBKS

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

Reporting owner

Edward H. Phillips Jr.

Officer — EVP/ Co-Head of Comm. Banking

Period of report

Jan 1, 2018

Accepted (ET)

Jan 2, 2018 · 4:48 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	Oct 12, 2017	G	607	$0.00	D	19,998	D
Common Stock	Oct 12, 2017	G	258	$0.00	D	19,740	D
Common Stock	Nov 27, 2017	G	713	$0.00	D	19,027	D
Common Stock^F1,F2	Jan 1, 2018	D	19,027	—	D	0	D
Common Stock^F1,F3	Jan 1, 2018	D	3,828	—	D	0	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F4	$0.00	Jan 1, 2018	D	267	D	—	—	Common Stock	267	D
Warrant^F5	$26.20	Jan 1, 2018	D	1,531	D	—	May 7, 2019	Common Stock	1,531	D
Option (right to buy)^F6	$26.20	Jan 1, 2018	D	3,062	D	—	May 7, 2019	Common Stock	3,062	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 17,797 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, these shares of Xenith common stock were converted into the right to receive 3,580 shares of Union common stock having a market value of $33.83 per share.
F4Pursuant 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.
F5This warrant was immediately exercisable. Pursuant to the Merger Agreement, at the effective time of the Merger, this warrant converted into a warrant to purchase 1,432 shares of Union common stock for $28.01 per share.
F6These 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 $25,568, subject to any applicable withholdings.