SEC Form 4 · accession 0001209191-18-000520

Xenith Bankshares, Inc. · XBKS

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

Reporting owner

Linda Majikes

Officer — SVP/Chief HR Officer

Period of report

Jan 1, 2018

Accepted (ET)

Jan 3, 2018 · 11:23 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001143155

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Jan 1, 2018	D	6,272	—	D	D
Common Stock^F1,F3	Jan 1, 2018	D	704	—	D	I	By spouse's retirement account
Common Stock^F1,F4	Jan 1, 2018	D	66	—	D	I	By son

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5	$0.00	Jan 1, 2018	D	156	D	—	—	Common Stock	156	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 5,867 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 659 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, these shares of Xenith common stock were converted into the right to receive 62 shares of Union common stock having a market value of $33.83 per share.
F5Pursuant 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.