SEC Form 4 · accession 0001209191-18-000745

Xenith Bankshares, Inc. · XBKS

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

Reporting owner

Scott A. Reed

Director

Period of report

Jan 1, 2018

Accepted (ET)

Jan 3, 2018 · 3:26 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	19,453	—	D	0	D
Common Stock^F1,F3,F4	Jan 1, 2018	D	1,443,200	—	D	0	I	BCP Fund I Virginia Holdings, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Warrant^F5,F4	$26.20	Jan 1, 2018	D	172,260	D	—	May 7, 2019	Common Stock	172,260	I
Option (right to buy)^F6	$26.20	Jan 1, 2018	D	1,914	D	—	May 7, 2019	Common Stock	1,914	D
Option (right to buy)^F7	$10.30	Jan 1, 2018	D	1,320	D	—	Apr 3, 2021	Common Stock	1,320	D
Option (right to buy)^F8	$8.00	Jan 1, 2018	D	2,200	D	—	Feb 22, 2022	Common Stock	2,200	D
Option (right to buy)^F9	$10.60	Jan 1, 2018	D	2,200	D	—	Aug 14, 2022	Common Stock	2,200	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 18,196 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 1,349,969 shares of Union common stock having a market value of $33.83 per share.
F4These securities were held by BCP Fund I Virginia Holdings, LLC ("BCP Fund LLC"), which is the direct beneficial owner of the shares. BankCap Partners Fund I, L.P. ("BankCap Partners Fund") is the sole member of BCP Fund LLC. The general partner of BankCap Partners Fund is BankCap Partners GP, L.P. ("BankCap Partners GP"). The general partner of BankCap Partners GP is BankCap Equity Fund, LLC ("BankCap LLC"). Mr. Reed is a manager of BankCap LLC. BankCap Partners Fund, BankCap Partners GP, BankCap LLC and Mr. Reed are indirect beneficial owners of these shares of Legacy Xenith common stock. Mr. Reed shares voting and investment control over the shares beneficially owned by BCP Fund LLC.
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 161,260 shares of Union common stock for $28.01 per share.
F6These options were exercisable in three equal annual 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 $15,982, subject to any applicable withholdings.
F7These options were exercisable in three equal annual installments on April 4, 2012, April 4, 2013, and April 4, 2014. 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 $32,010, subject to any applicable withholdings.
F8These options were exercisable in three equal installments on December 22, 2012, December 22, 2013, and December 22, 2014. 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 $58,410, subject to any applicable withholdings.
F9These options were exercisable in three equal installments on December 20, 2013, December 20, 2014, and December 20, 2015. 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 $52,690, subject to any applicable withholdings.