SEC Form 4 · accession 0001209191-18-000688

Xenith Bankshares, Inc. · XBKS

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

Reporting owner

W Lewis Witt

Director

Period of report

Jan 1, 2018

Accepted (ET)

Jan 3, 2018 · 2:47 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	D/I	Nature of ownership
Common Stock^F1,F2	Jan 1, 2018	D	12,974	—	D	D
Common Stock^F1,F3	Jan 1, 2018	D	317	—	D	I	By retirement account FBO spouse, Judith W Witt
Common Stock^F1,F4	Jan 1, 2018	D	90	—	D	I	By retirement account FBO W. Lewis Witt
Common Stock^F1,F5	Jan 1, 2018	D	25	—	D	I	By ROTH IRA FBO W. Lewis Witt
Common Stock^F1,F6	Jan 1, 2018	D	603	—	D	I	By TOD registration account FBO Judith W. Witt
Common Stock^F1,F7	Jan 1, 2018	D	30	—	D	I	By TOD registration account FBO W. Lewis Witt
Common Stock^F1,F8	Jan 1, 2018	D	492	—	D	I	By Inner-View, Ltd. of which Mr. Witt is owner and President

Table II — derivative securities

No Table II lines on this filing.

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 12,135 shares of Union common stock held 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 296 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 84 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, these shares of Xenith common stock were converted into the right to receive 23 shares of Union common stock having a market value of $33.83 per share.
F6Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 564 shares of Union common stock having a market value of $33.83 per share.
F7Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 28 shares of Union common stock having a market value of $33.83 per share.
F8Pursuant to the Merger Agreement, at the effective time of the Merger, these shares of Xenith common stock were converted into the right to receive 460 shares of Union common stock having a market value of $33.83 per share.